Common use of Affiliate Transactions Clause in Contracts

Affiliate Transactions. Such Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors of the Borrower, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hydrocarbon Swap Agreements, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other Person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless as a whole such transactions between such or among the Borrower and its Subsidiaries on the one hand Restricted Subsidiaries; (h) payments that are permitted under Section 8.2.5 [Restricted Payments]; (i) payments required under any Material Contract; (j) transactions effected, and payments made, in accordance with the terms of any officer, director, employee or Affiliate (other than such agreement to which the Borrower or any Restricted Subsidiary is a party as of its Subsidiaries) the Closing Date and described on the other handSchedule 8.2.8 and any amendments, are on terms and conditions fair and reasonable modifications, supplements, extensions, renewals or replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements could not reasonably be expected to such Borrower or such result in a Material Subsidiary Adverse Change, as determined, determined in the case of WPZ, good faith by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that any failure of the foregoing provisions Borrower or any Restricted Subsidiary to comply with this Section 8.2.8(j) shall not be a breach of this Section 8.2.8(j) (and shall not prohibit ripen into an Event of Default under Section 9.1.4) to the extent such failure to comply is attributable to any action or inaction of any CEI Entity; (ak) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Agents a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to each Agent) stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of the preceding paragraph; (l) loans or advances to employees, officers or directors in the ordinary course of business and approved by the Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; (m) transactions that have received “Special Approval” by the “Conflicts Committee” (as each term is defined in the Partnership Agreement); (n) pledges by the Borrower or any Restricted Subsidiary of (or any Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other creditors of the Borrower’s Unrestricted Subsidiaries; (o) the sale, contribution, conveyance or other transfer of or granting of a security interest in Qualified Receivables Assets by the Borrower or any of its Subsidiaries from declaring to CEI or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any one of its Restricted Subsidiaries from providing credit support for its Subsidiaries (as it deems appropriate defined under the CEI Credit Agreement) in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in connection with a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are Qualified Receivables Transaction on terms and conditions that are fair customary for asset securitization or factoring transactions involving Receivables; and (p) the consummation of the Transactions and reasonable as determined, the payment of fees and expenses in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programconnection therewith.

Affiliate Transactions. Such CGI Borrower will notshall not conduct, and will shall not permit the Restricted Subsidiaries to conduct, any transactions (or series of related transactions) with an aggregate value in excess of $2,000,000 with any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate Affiliates (other than Holdings, CGI Borrower and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction), unless such transaction is on terms that are not materially less favorable to CGI Borrower or such Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate, as determined by the board of directors (or analogous governing body) of CGI Borrower or such Restricted Subsidiary in good faith for any such transaction with a value in excess of $7,500,000; provided that the foregoing restrictions shall not apply to: (a) (i) the payment of management, monitoring, consulting, advisory and other fees (including termination and transaction fees) to the Sponsor pursuant to the Sponsor Management Agreement (plus any unpaid management, monitoring, consulting, advisory and other fees (including transaction and termination fees) accrued in any prior year); provided that the annual management fee payable under this clause (a)(i) (x) may only be paid in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid in such fiscal year pursuant to the Sponsor Management Agreement as in effect on the Closing Date (plus any accrued and unpaid amounts) and (y) may accrue but may not be paid during the continuance of an Event of Default under Section 12.1 or Section 12.5, (ii) customary payments by CGI Borrower and any of the Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors (or analogous governing body) or a majority of the disinterested members of the board of directors (or analogous governing body) of CGI Borrower in good faith and (iii) indemnification and reimbursement of expenses pursuant to the Sponsor Management Agreement (plus any unpaid indemnities and expenses accrued in any prior year), (b) Restricted Payments permitted by Section 11.5 or Investments permitted by the definition of Permitted Investments, (c) consummation of the Transactions and the payment of fees and expenses (including the Transaction Expenses) related to the Transactions, (d) the issuance and transfer of Qualified Stock or Stock Equivalents of CGI Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and other transactions between or among CGI Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which CGI Borrower or any Subsidiary has invested (and which Subsidiary or joint venture would not be an Affiliate of CGI Borrower but for CGI Borrower’s or a Subsidiary’s ownership of Capital Stock or Stock Equivalents in such joint venture or Subsidiary) to the extent permitted under Article 11, (i) employment, consulting and severance arrangements between CGI Borrower and the Restricted Subsidiaries (or any direct or indirect parent of CGI Borrower) and their respective officers, employees, directors or consultants in the ordinary course of business (including loans and advances in connection therewith) and (ii) transactions pursuant to any equityholder, employee or director equity plan or equity option plan or any other management or employee benefit plan or agreement, other compensatory arrangement or any equity subscription, co-invest agreement or equityholder agreement, (g) payments by CGI Borrower (and any direct or indirect parent thereof) and the Subsidiaries pursuant to tax sharing agreements among CGI Borrower (and any such parent) and the Subsidiaries on customary terms to the extent attributable to the ownership or operations of CGI Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that CGI Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent of the amount received from Unrestricted Subsidiaries) unless would have been required to pay in respect of such foreign, federal, state and/or local taxes for such fiscal year had CGI Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent described above) paid such taxes separately from any such direct or indirect parent company of CGI Borrower, (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers, employees of CGI Borrower (or any direct or indirect parent thereof) and the Subsidiaries, (i) [reserved], (j) transactions pursuant to any agreement or arrangement as in effect as of the Closing Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not disadvantageous in any material respect to the Lenders when taken as a whole such transactions between such Borrower and its Subsidiaries as compared to the applicable agreement as in effect on the one hand and any officerClosing Date as determined by the Borrower Representative in good faith), (k) transactions in which Holdings, director, employee or Affiliate (other than such CGI Borrower or any of its Subsidiaries) on Restricted Subsidiary, as the other handcase may be, are on terms and conditions delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair and reasonable to such CGI Borrower or such Material Restricted Subsidiary from a financial point of view and is not disadvantageous in any material respect to the Lenders, (l) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as determinedsuch Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (m) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder, and of the loans and commitments pursuant to the terms of the Term Loan Credit Documents, and the holding of such Loans, Commitments, loans or commitments and, in the case of WPZeach of the foregoing, the payments and other transactions reasonably related thereto, (i) investments by the General Partner, and Permitted Holders in the case securities of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such CGI Borrower or any Restricted Subsidiary (and payment of its Subsidiaries from declaring reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by CGI Borrower or paying any lawful dividend such Restricted Subsidiary generally to other investors on the same or distribution otherwise permitted hereundermore favorable terms, and (bii) such payments to Permitted Holders in respect of securities or loans of CGI Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate Restricted Subsidiary contemplated in the ordinary course of business, foregoing clause (ci) WPZ or any of that were acquired from Persons other than CGI Borrower and its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long asRestricted Subsidiaries, in each case, after giving effect thereto, no Default in accordance with the terms of such securities or Event loans; provided that with respect to securities of Default shall have occurred and be continuing, (e) WPZ CGI Borrower or any Restricted Subsidiary contemplated in clause (i) above, such investment constitutes less than 10% of its Subsidiaries from engaging in a transaction with an Affiliate if the proposed or outstanding issue amount of such transaction has been approved by class of securities and the General Partner’s Board issuance of Directors, such securities is otherwise permitted under Article 11, (fo) transactions pursuant to any arrangement in place or agreement set forth on the Closing Date Schedule 11.10, or any amendment thereto amendment, modification or replacement thereof of any such arrangement or any transaction contemplated thereby agreement (so long as any such amendment amendment, modification or replacement is not more disadvantageous adverse to the Lenders in any material respect than in the arrangement so amended good faith judgment of the Borrower Representative when taken as a whole), and (p) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders of Holdings or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests parent thereof pursuant to WPZ the equityholders agreement, limited liability company agreement or any of its Subsidiaries in one the registration rights agreement entered into on or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programafter the Closing Date.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) unless as a whole such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiaries not involving any other Affiliate) on the other hand, are on terms and conditions fair and reasonable to such the Borrower or such Material Subsidiary as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such the Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such the Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ the Borrower or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such the Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ the Borrower or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General PartnerBorrower’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; , (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax Tax sharing and general overhead and administrative matters; matters (provided that in the case of any Tax sharing or similar agreements, a copy of such agreement shall be provided to the Administrative Agent), (h) any agreements with respect to employee matters and (i) any direct or indirect transfer of Equity Interests to WPZ the Borrower or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programtransactions.

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hedging Contracts, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless as a whole such transactions between such or among the Borrower and its Subsidiaries on the one hand Restricted Subsidiaries; (h) payments that are permitted under Section 8.2.5 [Restricted Payments]; (i) sales, contributions, conveyances and other transfers of Receivables and related assets of the type specified in the definition of Qualified Receivables Transaction to a Receivables Subsidiary or any officerother similar transactions in connection with any Qualified Receivables Transaction permitted by Section 8.2.1(j) [Indebtedness]; (j) transactions effected, directorand payments made, employee or Affiliate (other than such in accordance with the terms of any agreement to which the Borrower or any Restricted Subsidiary is a party as of its Subsidiariesthe Closing Date and listed as an exhibit to the Registration Statement (but not including any acquisition of assets pursuant to the Omnibus Agreement, which shall be subject, in each case, to either the first paragraph of this covenant or clause (m) below) and any amendments, modifications, supplements, extensions, renewals or replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements (i) do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the other handClosing Date, are on terms and conditions as determined in good faith by the Borrower or (ii) have received “Special Approval” by the “Conflicts Committee” (as each term is defined in the Partnership Agreement); (k) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) stating that such transaction is fair and reasonable to such the Borrower or such Material Restricted Subsidiary as determinedfrom a financial point of view or that such transaction meets the requirements of the preceding paragraph; (l) loans or advances to employees, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower officers or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate directors in the ordinary course of business, business and approved by the Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; (cm) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, have received “Special Approval” by the “Conflicts Committee” (as each term is defined in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, Partnership Agreement); (n) pledges by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any Restricted Subsidiary of its Subsidiaries from engaging in non-material transactions with (or any officer, director, employee or Affiliate of such Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of its Subsidiaries that are not on an arms-length basis lenders or are not on terms as favorable as could have been obtained from a third party but are in other creditors of the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, Unrestricted Subsidiaries; and (o) the consummation of the Transactions and the payment of fees and expenses in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programconnection therewith.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) unless as a whole such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiaries not involving any other Affiliate) on the other hand, are on terms and conditions fair and reasonable to such the Borrower or such Material Subsidiary as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such the Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such the Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ the Borrower or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such the Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ the Borrower or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General PartnerBorrower’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; , (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; , (h) any agreements with respect to employee matters and (i) any direct or indirect transfer of Equity Interests to WPZ the Borrower or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programtransactions.

Affiliate Transactions. Such Borrower will notEnter into, and will not or be a party to, or permit any of its Material Subsidiaries to enter into or be a party to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, with any officer, director, employee Affiliate of any Borrower or Affiliate (other than such any holder of any Securities of any Borrower or any of its Subsidiaries, including without limitation any management, consulting or similar fees, except (i) unless as a whole in the ordinary course of and pursuant to the reasonable requirements of such transactions between Borrower’s or such Borrower Subsidiary’s business and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions upon fair and reasonable terms which are fully disclosed to Agent and are no less favorable to such Borrower or such Material Subsidiary than would be obtained in a comparable arms-length transaction with a Person not an Affiliate or Security holder of such Borrower or such Subsidiary, as determined, in the case of WPZ, determined and certified by the General Partner, and applicable Borrower’s or Subsidiary’s board of directors in the case of NWP and TGPL, by such Borrower; good faith (provided, that with respect to any transaction involving aggregate payments exceeding $20,000,000, except for any such transaction that results in the foregoing provisions repayment of this Section the Obligations (other than unasserted contingent indemnity obligations) in full, Agent shall not prohibit have received an opinion as to the fairness to the applicable Borrower or Subsidiary from a financial point of view issued by a nationally recognized independent financial advisor), (aii) employment agreements and other incentive compensation with management shareholders approved from time to time by the board of directors of such Borrower and employee arrangements and related incentive compensation arrangements entered into with other full time employees of such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate Subsidiary in the ordinary course of business, (ciii) WPZ or any of its Subsidiaries reasonable directors’ fees and expenses approved from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, time to time by the General Partner, and in the case board of NWP and TGPL, by directors of such Borrower, (div) such Borrower or any with respect to Intercompany Loans, (v) with respect to the Secured Bonds and the Subordinated Bonds (and with respect to the retirement of its Subsidiaries from engaging in the Subordinated Bonds (2003 Series)), (vi) non-material exclusive intercompany licenses of Intellectual Property, (vii) with respect to Indebtedness permitted hereunder that is provided by an Affiliate, (viii) with respect to equity issued in compliance with the terms hereof that is issued to an Affiliate, (ix) the agreements listed on Exhibit 8.2.4, and (x) transactions with entered into where (a) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any officer, director, employee or Affiliate such transaction (giving effect to such transaction and the consummation of any other transactions occurring in connection therewith for each day in such Borrower or thirty (30) day period) is not less than $25,000,000 and (b) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each casetransaction, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if to such transaction has been approved by and the General Partner’s Board consummation of Directorsany other transactions occurring in connection therewith, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect less than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program$25,000,000.

Affiliate Transactions. Such Borrower will notNo Loan Party shall, and will not no Loan Party shall suffer or permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, (a) enter into any transaction withwith any Affiliate of a Loan Party (other than transactions between or among Loan Parties and their Subsidiaries; provided that, if the Borrower is a party to such transaction, such transaction shall be on an arm’s length basis or the terms of such transaction shall be at least as favorable, taken as a whole, as they are to such Subsidiary that is a party to such transaction) or any officer, directoremployee, employee partner, manager or director (or similar official or governing person) of any of the foregoing, (b) pay any management, consulting or similar fees to any of the foregoing, (c) pay or reimburse any of the foregoing for any costs, expenses and similar items, (d) make any indemnification payments to any such Person, or (e) enter into any partnership, joint venture, syndicate, pool, profit-sharing or royalty agreement or other combination, or engage in any transaction with any holder of Stock of any Loan Party, any Affiliate (of any Loan Party or any equity holder of such Affiliate, whereby its income or profits are, or might be, shared with another Person other than such Borrower or any a wholly owned Subsidiary, except in each case of its Subsidiariesthe foregoing clauses (a) unless as a whole such through (e) (i) with respect to transactions between such or among the Borrower and its Subsidiaries on as expressly permitted by this Agreement, (ii) in the one hand ordinary course of business and any officer, director, employee pursuant to the reasonable requirements of the business of such Loan Party or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions Subsidiary upon fair and reasonable terms no less favorable to such Loan Party or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of the Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such BorrowerSubsidiary; provided, further, that the foregoing provisions of this Section in no event shall not prohibit (a) such Borrower a Loan Party or any Subsidiary of its Subsidiaries from declaring a Loan Party perform or paying provide any lawful dividend management, consulting, administrative or distribution otherwise permitted hereundersimilar services to or for any Person other than another Loan Party, (b) such Borrower a Subsidiary of a Loan Party or any a customer who is not an Affiliate of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate a Loan Party in the ordinary course of business, (ciii) WPZ or any payment of its Subsidiaries from engaging reasonable and customary directors’ fees and reimbursement of actual out-of-pocket expenses incurred in a transaction or transactions that occur within a related series connection with attending board of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are director meetings in the ordinary course of such Borrower’s or such Subsidiary’s business consistent with past practices, (iv) customary and reasonable compensation arrangements for officers and other employees of the Borrower and its Subsidiaries entered into in the ordinary course of business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (ev) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on transactions pursuant to the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programPA Documents.

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors of the Borrower, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hydrocarbon Swap Agreements, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other Person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless as a whole such transactions between such or among the Borrower and its Subsidiaries on the one hand Restricted Subsidiaries; (h) payments that are permitted under Section 8.2.5 [Restricted Payments]; (i) transactions effected, and payments made, in accordance with the terms of any officer, director, employee or Affiliate (other than such agreement to which the Borrower or any Restricted Subsidiary is a party as of its Subsidiaries) the Closing Date as set forth on Schedule 8.2.8, and any amendments, modifications, supplements, extensions, renewals or replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the other handClosing Date, are on terms and conditions as determined in good faith by the Borrower; (j) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) stating that such transaction is fair and reasonable to such the Borrower or such Material Restricted Subsidiary as determinedfrom a financial point of view or that such transaction meets the requirements of the preceding paragraph; (k) loans or advances to employees, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower officers or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate directors in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms business and conditions that are fair and reasonable as determined, in the case of WPZ, approved by the General Partner, and Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; (l) pledges by the case of NWP and TGPL, by such Borrower, (d) such Borrower or any Restricted Subsidiary of its Subsidiaries from engaging in non-material transactions with (or any officer, director, employee or Affiliate of such Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of its Subsidiaries that are not on an arms-length basis lenders or are not on terms as favorable as could have been obtained from a third party but are in other creditors of the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred Unrestricted Subsidiaries; and (m) agreements and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by transactions entered into to the General Partner’s Board of Directors, (f) any arrangement in place on extent necessary to effectuate the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; Midstream GP IPO that (i) any direct or indirect transfer are, taken as a whole, no less favorable to the Borrower and the Restricted Subsidiaries than those entered into in connection with the initial public offering of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions CNX Midstream or (jii) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programare otherwise reasonably acceptable to the Administrative Agent.

Affiliate Transactions. Such Borrower will (a) The Company shall not, and will shall not permit any of its Material Restricted Subsidiaries to, directly or indirectly, pay enter into or permit to occur any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesAffiliates (an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $15.0 million, unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $40.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Company or a resolution of the Audit Committee of the Board of Directors of the Company approved by a majority of the members of the Audit Committee approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The restrictions set forth in Section 4.11(a) hereof shall not apply to: (1) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or a whole such committee thereof; (2) transactions between such Borrower or among the Company and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to provided that such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, otherwise prohibited by this Indenture; (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f3) any arrangement agreement as in place on effect as of the Closing Issue Date or any amendment thereto or replacement thereof or any transaction contemplated thereby (including pursuant to any amendment thereto) or by any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the arrangement so amended original agreement as in effect on the Issue Date as determined in good faith by the Company’s Board of Directors; (4) Restricted Payments or replaced; Permitted Investments permitted by this Indenture; (g5) any transaction permitted under transactions effected as part of a Qualified Securitization Transaction; (6) payments or loans to employees or consultants that are approved by the Partnership Agreement; Board of Directors of the Company in good faith; (h7) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; sales of Qualified Capital Stock; (i) any direct 8) the existence of, or indirect transfer of Equity Interests to WPZ the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of Notes in one any material respect; (9) transactions permitted by, and complying with, the provisions of Article 5 hereof; (10) any issuance of securities or other payments, awards, grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company or a series committee thereof in good faith; (11) investments by the Permitted Holders in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; and (12) transactions in which the Company or (j) WPZany Restricted Subsidiary, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company or such Restricted Subsidiary or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s and its Subsidiaries’ participation in WPZ’s cash management programlength basis from a Person that is not an Affiliate of the Company.

Affiliate Transactions. Such Borrower will notNo Credit Party shall, and will not or shall permit any of its Material Restricted Subsidiaries to, directly or indirectly, pay enter into any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose transaction of any assets, tangible kind with any Affiliate of any Borrower or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (the Restricted Subsidiaries other than (a) transactions among Credit Party and their Subsidiaries, (b) transactions on fair and reasonable terms no less favorable to such Borrower Credit Parties or such Restricted Subsidiary as would be obtainable by such Credit Party or such Restricted Subsidiary in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses in connection with the consummation of the Related Transactions, (d) loans and other transactions by the Credit Parties and their Subsidiaries to the extent not prohibited by this Agreement, and any of its SubsidiariesInvestments permitted by Section 7.2, (e) unless as a whole such transactions entering into employment and severance arrangements between such Borrower and its the Restricted Subsidiaries and their respective officers and employees, as determined in good faith by the board of directors or senior management of the relevant Person, (f) the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on the one hand behalf of, directors, officers and any officer, director, employee or Affiliate (other than employees of such Borrower or any of its Subsidiaries) on and the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Restricted Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of businessbusiness to the extent attributable to the operations of such Borrower and the Restricted Subsidiaries, as determined in good faith by the board of directors or senior management of the relevant Person, (cg) WPZ arm’s-length transactions among Parent Borrower and its Affiliates that are not Subsidiaries in the ordinary course and subject to continued compliance with the provisions of this Agreement, (h) Restricted Payments permitted hereunder, (i) transactions, agreements and arrangements described on Schedule (7.4) or any amendment thereto to the extent such an amendment is not adverse, taken as a whole, to the Lenders in any material respect, (j) payments or loans (or cancellation of its loans) to employees, directors or consultants of any Credit Party or their Restricted Subsidiaries from engaging in a transaction to the extent permitted hereunder and employment agreements, stock option plans and other similar arrangements with such employees, directors or transactions that occur within a related series of transactions, consultants which, in the aggregateeach case, are on terms and conditions that are fair and reasonable as determined, approved by Parent Borrower in the case of WPZ, by the General Partnergood faith, and in the case of NWP and TGPLpayments to any future, by such Borrower, (d) such Borrower current or any of its Subsidiaries from engaging in non-material transactions with any officerformer employee, director, employee officer or Affiliate consultant thereunder; (k) the pledge of the Capital Stock of any Unrestricted Subsidiary (other than a “top tier” Unrestricted Subsidiary) to lenders to support the Indebtedness of such Unrestricted Subsidiary owed to such lenders, (l) any health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers or consultants that are, in each case, approved by Parent Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in good faith, (m) in the ordinary course of such Borrower’s business of the relevant Group Member, and (n) non-exclusive Licenses of Intellectual Property to or such Subsidiary’s businessamong Borrowers, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred their respective Restricted Subsidiaries and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programtheir Affiliates.

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors of the Borrower, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hydrocarbon Swap Agreements, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other Person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless transactions between or among the Borrower and the Restricted Subsidiaries; (h) payments that are permitted under Section 8.2.5 [Restricted Payments]; (i) sales, contributions, conveyances and other transfers of Receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary or any other similar transactions in connection with any Indebtedness permitted by Section 8.2.1(j) [Indebtedness]; (j) transactions effected, and payments made, in accordance with the terms of (i) any agreement to which the Borrower or any Restricted Subsidiary is a party as of the Closing Date and described on Schedule 8.2.8, (ii) any other agreement entered into prior to the consummation of the Spin-Off by and among the Borrower and the Restricted Subsidiaries, on the one hand, and GasCo and its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand, that are immaterial to the Loan Parties taken as a whole such transactions between such or (iii) any other agreement entered into prior to the consummation of the Spin-Off by and among the Borrower and its Subsidiaries the Restricted Subsidiaries, on the one hand hand, and CCR and its Subsidiaries, on the other hand, that are immaterial to the Loan Parties taken as a whole, and, in each case under this clause (j), and any officeramendments, directormodifications, employee supplements, extensions, renewals or Affiliate replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the Closing Date; (k) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agents a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agents) stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of the preceding paragraph; (l) loans or advances to employees, officers or directors in the ordinary course of business and approved by the Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; (m) Permitted Undivided Interest Sales; (n) pledges by the Borrower or any Restricted Subsidiary of (or any Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other than such creditors of the Borrower’s Unrestricted Subsidiaries; (o) prior to the consummation of the Take-In Transaction, the sale, contribution, conveyance or other transfer, or granting of a security interest in Qualified Receivables Assets by CCR or any of its Subsidiaries to the Borrower or one of its Restricted Subsidiaries in connection with a Qualified Receivables Transaction on terms that are customary for asset securitization of factoring transactions involving Receivables; provided, that (i) with respect to any Qualified Receivables Asset so purchased, the purchase price paid by the Borrower or any of its Subsidiaries) on Restricted Subsidiaries shall not be greater than the other hand, are on terms and conditions fair and reasonable sale price to such Borrower or such Material Subsidiary as determined, in the case of WPZ, be received by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Restricted Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderthe Receivables Subsidiary for such Qualified Receivables Asset in the related Qualified Receivables Transaction (it being understood that (x) the composition of such purchase price in terms of cash and non-cash consideration may differ from the composition of such sales price, (by) the amount of the sale price paid under a subordinated note issued by a Receivables Subsidiary shall be equal to the increase in the principal balance of such subordinated note on account of the related Qualified Receivables Assets and (z) the “sale price” for any Qualified Receivables Assets that are contributed by the Borrower or a Restricted Subsidiary to a Receivables Subsidiary shall be equal to the increase in the value of the Equity Interests of the Receivables Subsidiary on account of the related contribution, as determined by the Borrower or such Restricted Subsidiary in good faith) and (ii) any cash purchase price payable for Qualified Receivables Assets shall be paid net of any payments owing by CCR and its Subsidiaries under the Operating Agreement; (p) the consummation of the Transactions and the payment of fees and expenses in connection therewith; and (q) (i) transactions pursuant to Section 8.2.4(v) [Investments] and (ii) any agreement or transaction with a Person that is an Affiliate of the Borrower entered into to the extent such agreement or transaction is necessary to effectuate the Take-In Transaction (provided that after giving effect to the consummation of the Take-In Transaction, such agreement or transaction did not, and will not have the effect of, providing any material benefit to such Affiliate or material detriment to the Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions Subsidiary that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are would not on an arms-length basis or are not on terms as favorable as could have been reasonably expected to have been obtained from a third party but are in by such Affiliate or have so affected the ordinary course of such Borrower’s Borrower or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with Subsidiary had such Person not been an Affiliate if such transaction has been approved by of the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programBorrower).

Affiliate Transactions. Such Borrower will not, and will not permit any of its Material Subsidiaries to, directly Enter into or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, be party to, or participate in, or effect, consummate any transaction withwith an Affiliate except (a) transactions expressly permitted by the Loan Documents, any officer(b) payment of reasonable compensation to officers and employees for services actually rendered, directorand payment of customary directors’ fees and indemnities (solely to the extent that payment thereof is in accordance with the Approved Budget), employee or Affiliate (other than such c) the payment of reasonable fees to independent directors of Borrower or any Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or their Subsidiaries in the Ordinary Course of Business, subject to the Approved Budget, (d) transactions solely among Obligors, (e) ongoing transactions with Affiliates that were entered into prior to the Petition Date and are set forth on Schedule 10.2.16, (f) transactions with Affiliates, which would otherwise permitted hereunder with any non-Affiliates, which are consummated in good faith upon approval thereof by such Xxxxxxx’s board of its Subsidiaries) on directors (provided, that a copy of the other handresolution adopted by the majority of such board of directors approving such transaction and a certificate of a Senior Officer thereof certifying that such transaction complies with this sub-clause (f)), are and on terms and conditions fair pricing no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate; provided, that, without the Administrative Agent’s prior written consent, the aggregate amount of payments or other obligation made pursuant to this clause (f) by any Obligor shall not exceed $500,000 per Fiscal Year, (g) Permitted Employment Arrangements and reasonable to such Borrower (h) transactions between or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borroweramong Obligors; provided, that such transactions are intercompany transactions entered into in the foregoing provisions Ordinary Course of Business as part of tax, accounting, pension, cash management and other administrative activities and not for the purpose of circumventing any covenant hereunder; provided, that, if such any transaction that shall otherwise be permitted under this Section shall not prohibit (a) such Borrower 10.2.16 gives rise to any payment or other obligation of the Obligors or any of its their Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderin excess of $500,000 per Fiscal Year, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions Administrative Agent’s prior written approval shall be required notwithstanding that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by shall otherwise comply with the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programterms hereof.

Affiliate Transactions. Such Borrower will The Loan Parties shall not, and will shall not permit any of its Material Subsidiaries their respective Subsidiaries, other than Specified Excluded Subsidiaries, to, directly or indirectly, pay enter into or carry out any funds to transaction with or for the account of, make any investment in, lease, sell, transfer or otherwise dispose benefit of any assetsAffiliate (including purchasing property or services from or selling property or services to any such Affiliate), tangible or intangible, to, or participate in, or effect, except (i) any transaction withthat is not otherwise prohibited by this Agreement, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate is entered into in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are business upon fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) terms no less favorable to such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of Subsidiary than such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging Subsidiary would obtain in a comparable arm’s length transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directorsunaffiliated person, (fii) transactions between or among Loan Parties not involving any arrangement Affiliate of any Loan Party that is not a Loan Party, (iii) Investments permitted by Section 8.2.4(iv) [Loans and Investments] and dividends, distributions or other payments permitted under Section 8.2.5 [Dividends and Related Distributions], (iv) transactions pursuant to and payments of fees, indemnities and expenses to Steel or its Affiliates pursuant to the Management Services Agreements as in place effect on the Closing Date or as thereafter amended in a manner not materially adverse to the Lenders, (v) customary success payments to Steel or its Affiliates made for financial advisory, financing, underwriting or placement services in respect of acquisitions, divestitures and financings; provided that (x) such payments are approved by a majority of the disinterested members of the Board of Directors each Borrower in good faith and (y) in the case of each transaction for which a payment is due, such payments when taken together with all payments to any amendment thereto other person providing financial advisory, financing, underwriting or replacement thereof placement services in respect of such transaction, do not exceed 2.5% of the overall transaction value (it being understood that no transaction fees shall be paid to Steel or any transaction contemplated thereby so long as such amendment or replacement is its Affiliates unless the requirements of this clause (vi) are satisfied), (vi) the payment of Administrative Expenses; provided that the amount of payments under this clause (vi) when taken together with the Investments made under Section 8.2.4(vii) [Loans and Investments], shall not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions exceed $15,000,000 per calendar year, or (jvii) WPZ’s issuance of incentive units by Steel pursuant to that certain Incentive Unit Agreement by and its Subsidiaries’ participation in WPZ’s cash management programbetween Steel and SPH SPV-I, LLC, effective as of May 11, 2012.

Affiliate Transactions. Such Borrower (A) Except as expressly provided elsewhere in this Agreement, the Company shall not, nor will it permit any of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any property or service) with, or make any payment or transfer to, any Affiliate of the Company except in the ordinary course of business and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than the Company or such Subsidiary would obtain in a comparable arms-length transaction (but this paragraph shall not restrict the making of distributions by the Company). (B) The Company shall not, and will shall not permit any of its Material Subsidiaries or Investment Affiliates to, directly create, incur, assume or indirectlypermit to exist any Lien on any property or asset now owned or hereafter acquired by it, pay or assign or sell any funds income or revenues (including accounts receivable) or rights in respect thereof, pursuant to or any arrangement relating to Parent Indebtedness, except for the account of, make any investment in, lease, sell, transfer or otherwise dispose Liens arising out of any assetsarrangement referred to on Schedule 3.aa to the Purchase Agreement (which arrangements are hereby approved) but only to the extent that the Parent Indebtedness outstanding at any time relating to such arrangement does not exceed the maximum amount of Parent Indebtedness that may be incurred in connection with such arrangement in accordance with the terms thereof as of April 17, tangible 2002 (but nothing contained herein shall prohibit the extension of such arrangements in accordance with the existing extension options relating thereto). (C) The Company shall not, and shall not permit any of its Subsidiaries or intangible, Investment Affiliates to, incur, assume or participate inpermit to exist any Guarantee of Parent Indebtedness by any member of the Consolidated Group or any Investment Affiliate other than Guarantees arising out of any arrangement referred to on Schedule 3.aa to the Purchase Agreement (which arrangements are hereby approved) but only to the extent that the Parent Indebtedness outstanding at any time relating to such arrangement does not exceed the maximum amount of Parent Indebtedness that may be incurred in connection with such arrangement in accordance with the terms thereof as of April 17, 2002 (but nothing contained herein shall prohibit the extension of such arrangements in accordance with the existing extension options relating thereto). (D) With respect to any JV, (i) the Company shall not, and shall not permit any of its Subsidiaries or effectInvestment Affiliates (other than such JV) to, incur, assume or permit to exist any transaction with, Guarantee of JV Indebtedness by any officer, director, employee member of the Consolidated Group or any Investment Affiliate (other than such Borrower JV) other than a Guarantee of no more than the Company's pro rata portion (based on the Company's direct or indirect percentage ownership interest in such JV) of such JV Indebtedness; (ii) the Company shall not, and shall not permit any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate Investment Affiliates (other than such Borrower JV) to, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, pursuant to any arrangement relating to JV Indebtedness; (iii) the Company shall not permit such JV to create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, pursuant to any arrangement relating to Indebtedness of its Subsidiaries) on another Entity (other than a member of the other hand, are on terms and conditions fair and reasonable to such Borrower Consolidated Group or such Material Subsidiary as determinedan Investment Affiliate, in either case that is not another JV); and (iv) the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section Company shall not prohibit permit such JV to create, incur or assume any Guaranty pursuant to any arrangement relating to Indebtedness of another Entity (a) such Borrower other than a member of the Consolidated Group or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, whichan Investment Affiliate, in the aggregate, are on terms and conditions either case that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programanother JV).

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) unless as a whole such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such the Borrower or such Material Subsidiary as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such the Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such the Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ the Borrower or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such the Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ the Borrower or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General PartnerBorrower’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (ih) any direct or indirect transfer of Equity Interests to WPZ the Borrower or any of its Subsidiaries in one or a series of transactions transactions, and (i) any sale to, purchase from, extension of credit to, payment of services rendered by or any other transaction between any MLP Entity and one or more of the Borrower or any of its Material Subsidiaries, if (jx) WPZ’s such sale, purchase, extension of credit, payment or transaction is made or completed in compliance with the terms and its Subsidiaries’ participation in WPZ’s cash management programprovisions of the MLP Partnership Agreement and (y) such sale, purchase, extension of credit, payment or transaction is on terms and conditions fair and reasonable to the Borrower or such Material Subsidiary as determined by the Borrower.

Affiliate Transactions. Such Borrower will notNotwithstanding anything to the contrary in this Agreement but subject to Section 6.03, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose taking of any assets, tangible or intangible, toaction, or participate infailure to take any action, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower by the Company or any of its Subsidiaries) unless subsidiaries in the Company’s or such subsidiary’s capacity as a whole such transactions between such Borrower and its Subsidiaries on party to an Affiliate Transaction in connection with (a) any amendment, modification, extension, renewal, election, notice, or consent by the one hand and any officer, director, employee or Affiliate (other than such Borrower Company or any of its Subsidiariessubsidiaries under any Affiliate Transaction, (b) on the a breach, default, indemnity, or other handClaim (or alleged breach, are on terms and conditions fair and reasonable to such Borrower default, indemnity, or such Material Subsidiary as determined, in the case of WPZ, other Claim) by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower Company or any of its Subsidiaries from declaring subsidiaries against a counterparty to an Affiliate Transaction or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower by a counterparty to an Affiliate Transaction against the Company or any of its Subsidiaries from providing credit support subsidiaries (including a waiver of the breach or default, notice of breach or default, or notice of termination for its Subsidiaries as it deems appropriate breach or default in accordance with the ordinary course terms of businessthe Affiliate Transaction), or (c) WPZ the enforcement or exercise of, or failure to enforce or exercise, any of the Company’s or any of its Subsidiaries from engaging subsidiaries’ rights or remedies in a transaction respect to such election, notice, or transactions that occur within a related series consent, or breach, default, indemnity, or other Claim (or alleged breach, default, indemnity, or other Claim) shall, only after the Class B Members and the Managing Member cooperate in good faith to resolve any disputes among them arising out of transactionsor in connection with any of the foregoing, whichbe conducted by or under the direction of the Class B Member Representative, in consultation with the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General PartnerManaging Member, and in neither the case Company nor any of NWP its subsidiaries shall, and TGPL, by such Borrower, (d) such Borrower the Managing Member shall not cause the Company or any of its Subsidiaries from engaging subsidiaries to, take or fail to take any actions in non-material transactions with respect of any officerof the foregoing without the consent of Class B Member Representative. The advisors, directorconsultants, employee or Affiliate of such Borrower and other representatives retained by the Company or any of its Subsidiaries that are not subsidiaries in connection with any matter subject to this Section 6.04 shall be selected by Class B Member Representative, in its reasonable discretion, and the reasonable, documented out-of-pocket fees, costs, and expenses of any such advisors, consultants, or representatives so selected by the Class B Member Representative shall be borne by the Company. The Class A Member hereby agrees to pursue any claims for indemnification or other remedies available on an arms-length basis behalf of itself, any other Member, the Company or are not on terms any of the Company’s subsidiaries or any other Purchaser Indemnified Parties (as favorable as could have been obtained from a third party but are defined in the ordinary course Asset Purchase Agreement) under or in respect of such Borrower’s the Asset Purchase Agreement and to the extent any indemnification or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, other payments thereunder (e“APA Payments”) WPZ are made to the Class A Member or any of its Subsidiaries from engaging Affiliates, the Class A Member shall pay to the Class B Member its portion of such APA Payments to the same extent as each Class B Member would have received such APA Payments if the Company had received such APA Payments and distributed them in a transaction with the same manner as Build-Out Payments are required to be distributed pursuant to Section 5.02, and for all purposes of this Agreement such payments shall be deemed distributions under Section 5.02. Without limiting the foregoing, the Asset Purchase Agreement shall be considered an Affiliate if such transaction has been approved by Transaction for purposes of this Section 6.04 and the General Partner’s Board of Directors, (f) any arrangement in place on Class B Members shall have the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements same rights hereunder with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programthe Asset Purchase Agreement as it would if the Company rather than the Class A Member were the “Purchaser” thereunder.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) unless as a whole such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such the Borrower or such Material Subsidiary as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such the Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such the Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such the Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax Tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless (i) the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or (ii) if no comparable transaction is available with which to compare such Affiliate Transaction, transfer such Affiliate Transaction is otherwise fair to the Borrower or otherwise dispose the relevant Restricted Subsidiary from a financial point of view; provided, that in the case of this clause (ii) with respect to affiliate transactions involving value (in an individual transaction or series of related transactions) of at least $20,000,000, such fairness determination has been made in the good faith judgment of the Board of Directors of the Borrower. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, directoremployment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (c) transactions between the Borrower or any Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (d) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other Person; (e) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (f) unless as a whole such transactions between such Borrower or among the Loan Parties; (g) payments that are permitted under Section 8.2.5 [Restricted Payments]; (h) transactions effected, and its Subsidiaries on payments made, in accordance with the one hand and terms of any officer, director, employee or Affiliate (other than such agreement to which the Borrower or any Restricted Subsidiary is a party as of its Subsidiaries) the Closing Date as set forth on Schedule 8.2.8, and any amendments, modifications, supplements, extensions, renewals or replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the other handClosing Date, are on terms and conditions as determined in good faith by the Borrower; (i) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) stating that such transaction is fair and reasonable to such the Borrower or such Material Restricted Subsidiary as determined, in from a financial point of view or that such transaction meets the case requirements of WPZ, the preceding paragraph; (j) pledges by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any Restricted Subsidiary of its Subsidiaries from declaring (or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate lenders or other creditors of the Borrower’s Unrestricted Subsidiaries; and (k) non-material commercial transactions in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions business that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course best interests of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s Borrower and its Restricted Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such Borrower will notNotwithstanding anything to the contrary contained in this Article XXIV but subject to the provisions of Section 24.1.8 above, Lessor’s consent shall not be required in connection with, and will the provisions of Section 24.1.2.2 shall not permit apply (i.e., there shall not be any of its Material Subsidiaries Transfer Consideration payable and no additional guaranty shall be required) in connection with or related to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower any assignment of Lessee’s interest in this Lease to one or any more Affiliate(s) of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted Lessee (if more than one, jointly and severally as “Lessee” hereunder), (b) any Transfer consisting of a transfer of any direct or indirect interest in Lessee to one or more Affiliate(s) of Lessee so long as (x) such Borrower transfer does not result in a change of control of, or any other Transfer with respect to, Brookdale, in each case in violation of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of businessthis Article XXIV, and (y) Brookdale continues to control Lessee or (c) WPZ a Master Sublease of all or any portion of its Subsidiaries from engaging in a transaction the Leased Property to an Affiliate of Lessee (including any engagement by Lessee of an Affiliate to operate or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower manage all or any portion of its Subsidiaries from engaging the Leased Property) (each of the aforesaid acts referred to in non-material transactions with any officer, director, employee or clauses (a) through (c) being a “Permitted Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s businessTransaction”), so long asas in connection therewith, each of the following conditions is met: 24.1.12.1 In connection with such Permitted Affiliate Transaction, there is no change in each case, after giving effect thereto, no Default or the use of the Leased Property of any Facility from its Primary Intended Use; 24.1.12.2 No Event of Default shall have occurred and be continuing; 24.1.12.3 In the case of such an assignment described in clause (a) of Section 24.1.12 above, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer the assignee(s) shall assume (jointly and severally) all of Equity Interests the obligations of Lessee hereunder accruing subsequent to WPZ or any the effective date of its Subsidiaries such assignment by an instrument in one or writing in form and substance reasonably satisfactory to Lessor, and a series copy thereof shall be delivered to Lessor along with the notice specified in Section 24.1.12.7 below, Portions of transactions or (j) WPZ’s this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and its Subsidiaries’ participation in WPZ’s cash management programExchange Commission.

Affiliate Transactions. Such Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the Conflicts Committee of the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions transactions, (j) any transaction contemplated by the Contribution Agreement and any Ancillary Agreement (as defined therein) or (jk) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such Borrower (i) Except as expressly provided elsewhere in the Agreement, the Company shall not, nor will it permit any of its Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any property or service) with, or make any payment or transfer to, any Affiliate of the Company except in the ordinary course of business and pursuant to the reasonable requirements of the Company's or such Subsidiary's business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than the Company or such Subsidiary would obtain in a comparable arms-length transaction (but this paragraph shall not restrict the making of distributions by the Company). (ii) The Company shall not, and will shall not permit any of its Material Subsidiaries or Investment Affiliates to, directly create, incur, assume or indirectlypermit to exist any Lien on any property or asset now owned or hereafter acquired by it, pay or assign or sell any funds income or revenues (including accounts receivable) or rights in respect thereof, pursuant to or any arrangement relating to Parent Indebtedness, except for the account of, make any investment in, lease, sell, transfer or otherwise dispose Liens arising out of any assetsarrangement referred to on Schedule 3.aa to the Purchase Agreement (which arrangements are hereby approved) but only to the extent that the Parent Indebtedness outstanding at any time relating to such arrangement does not exceed the maximum amount of Parent Indebtedness that may be incurred in connection with such arrangement in accordance with the terms thereof as of April 17, tangible 2002 (but nothing contained herein shall prohibit the extension of such arrangements in accordance with the existing extension options relating thereto). (iii) The Company shall not, and shall not permit any of its Subsidiaries or intangible, Investment Affiliates to, incur, assume or participate inpermit to exist any Guarantee of Parent Indebtedness by any member of the Consolidated Group or any Investment Affiliate other than Guarantees arising out of any arrangement referred to on Schedule 3.aa to the Purchase Agreement (which arrangements are hereby approved) but only to the extent that the Parent Indebtedness outstanding at any time relating to such arrangement does not exceed the maximum amount of Parent Indebtedness that may be incurred in connection with such arrangement in accordance with the terms thereof as of April 17, 2002 (but nothing contained herein shall prohibit the extension of such arrangements in accordance with the existing extension options relating thereto). (iv) With respect to any JV, (i) the Company shall not, and shall not permit any of its Subsidiaries or effectInvestment Affiliates (other than such JV) to, incur, assume or permit to exist any transaction with, Guarantee of JV Indebtedness by any officer, director, employee member of the Consolidated Group or any Investment Affiliate (other than such Borrower JV) other than a Guarantee of no more than the Company's pro rata portion (based on the Company's direct or indirect percentage ownership interest in such JV) of such JV Indebtedness; (ii) the Company shall not, and shall not permit any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate Investment Affiliates (other than such Borrower JV) to, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, pursuant to any arrangement relating to JV Indebtedness; (iii) the Company shall not permit such JV to create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, pursuant to any arrangement relating to Indebtedness of its Subsidiaries) on another Entity (other than a member of the other hand, are on terms and conditions fair and reasonable to such Borrower Consolidated Group or such Material Subsidiary as determinedan Investment Affiliate, in either case that is not another JV); and (iv) the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section Company shall not prohibit permit such JV to create, incur or assume any Guaranty pursuant to any arrangement relating to Indebtedness of another Entity (a) such Borrower other than a member of the Consolidated Group or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, whichan Investment Affiliate, in the aggregate, are on terms and conditions either case that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programanother JV).

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors of the Borrower, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or otherwise dispose the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, directoremployment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (c) transactions between the Borrower or any Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (d) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other Person; (e) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (f) unless as a whole such transactions between such Borrower or among the Loan Parties; (g) payments that are permitted under Section 8.2.5 [Restricted Payments]; (h) transactions effected, and its Subsidiaries on payments made, in accordance with the one hand and terms of any officer, director, employee or Affiliate (other than such agreement to which the Borrower or any Restricted Subsidiary is a party as of its Subsidiaries) the Closing Date as set forth on Schedule 8.2.8, and any amendments, modifications, supplements, extensions, renewals or replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the other handClosing Date, are on terms and conditions as determined in good faith by the Borrower; (i) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) stating that such transaction is fair and reasonable to such the Borrower or such Material Restricted Subsidiary as determined, in from a financial point of view or that such transaction meets the case requirements of WPZ, the preceding paragraph; (j) pledges by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any Restricted Subsidiary of its Subsidiaries from declaring (or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate lenders or other creditors of the Borrower’s Unrestricted Subsidiaries; (k) transactions approved pursuant to “Special Approval” by the conflicts committee of the Midstream GP Entity in accordance with the Partnership Agreement; and (l) non-material commercial transactions in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions business that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course best interests of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s Borrower and its Restricted Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such Borrower will notNotwithstanding anything to the contrary in this Agreement but subject to Section 6.03, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose taking of any assets, tangible or intangible, toaction, or participate in, or effect, failure to take any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZaction, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ Company or any of its Subsidiaries in one the Company’s or such Subsidiary’s capacity as a series party to an Affiliate Transaction in connection with (a) a breach, default, indemnity, or other Claim (or alleged breach, default, indemnity, or other Claim) by the Company or any of transactions its Subsidiaries against a counterparty to an Affiliate Transaction or by a counterparty to an Affiliate Transaction against the Company or any of its Subsidiaries (including a waiver of the breach or default, notice of breach or default, or notice of termination for breach or default in accordance with the terms of the Affiliate Transaction), or (jb) WPZthe enforcement or exercise of, or failure to enforce or exercise, any of the Company’s and or any of its Subsidiaries’ participation rights or remedies in WPZ’s cash management programrespect to such election, notice, or consent, or breach, default, indemnity, or other Claim (or alleged breach, default, indemnity, or other Claim) shall, only after the Class B Members and the Managing Member cooperate in good faith to resolve any disputes among them arising out of or in connection with any of the foregoing, be conducted by or under the direction of the Class B Member Representative, in consultation with the Managing Member, and neither the Company nor any of its Subsidiaries shall, and the Managing Member shall not cause the Company or any of its Subsidiaries to, take or fail to take any actions in respect of any of the foregoing without the consent of Class B Member Representative. The advisors, consultants, and other representatives retained by the Company or any of its Subsidiaries in connection with any matter subject to this Section 6.04 shall be selected by Class B Member Representative, in its reasonable discretion, and the reasonable, documented out-of-pocket fees, costs, and expenses of any such advisors, consultants, or representatives so selected by the Class B Member Representative shall be borne by the Company.

Affiliate Transactions. Such Borrower will notNo Loan Party shall make any payment, nor give any value to any Related Entity except for goods and will not permit any of its Material Subsidiaries services actually purchased by such Loan Party from, or sold by such Loan Party to, directly or indirectly, pay any funds to or such Related Entity for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower price and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section which shall not prohibit be less favorable to the Loan Party from those which would have been charged in an arms-length transaction, except: (a) such Borrower or any until the occurrence, and during the continuance, of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderan Event of Default, the Loan Parties may (a) pay management fees, and (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries may maintain and make payments with respect to those transactions, in each case as it deems appropriate set forth in EXHIBIT 4-22 hereof; (b) transactions in the ordinary course of business, business among the Loan Parties; (c) WPZ provided that the Term Loan Liquidity Requirements have been satisfied, loans to, payments to, or Investments in Aeropostale Puerto Rico, Inc. and Aeropostale Canada. 4-23. Additional Assurances. (a) Except as set forth on EXHIBIT 4-23, no Loan Party is the owner of, nor has it any interest in, any property or asset which, immediately upon the satisfaction of the conditions precedent to the effectiveness of the credit facility contemplated hereby (Article 3) will not be subject to a perfected security or other collateral interest in favor of the Agent (subject only to Permitted Encumbrances) to secure the Liabilities. (b) Except as set forth on EXHIBIT 4-23, no Loan Parties will hereafter acquire any asset or any interest in property which is not, immediately upon such acquisition, subject to such a perfected security or other collateral interest in favor of its Subsidiaries the Agent to secure the Liabilities (subject only to Permitted Encumbrances). (c) The Loan Parties shall each execute and deliver to the Agent such instruments, documents, and papers, and shall do all such things from engaging in a transaction or transactions that occur within a related series time to time hereafter as the Agent may reasonably request to carry into effect the provisions and intent of transactions, which, this Agreement; to protect and perfect the Agent’s security interests in the aggregateCollateral; and to comply in all material respects with all applicable statutes and laws, are on terms and conditions that are fair and reasonable facilitate the collection of the Receivables Collateral. The Loan Parties shall each execute all such instruments as determined, in the case of WPZ, may be reasonably required by the General Partner, and in Agent with respect to the case recordation and/or perfection of NWP and TGPL, by such Borrower, the security interests created herein. (d) Each Loan Party hereby designates the Agent as and for such Borrower Loan Party’s true and lawful attorney, with full power of substitution, to sign and file any financing statements in order to perfect or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are protect the Agent’s security and other collateral interests in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, Collateral. (e) WPZ To the full extent permitted by applicable Requirements of Law, a carbon, photographic, or other reproduction of this Agreement or of any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by financing statement or other instrument executed pursuant to this Section 4-23 shall be sufficient for filing to perfect the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programsecurity interests granted herein.

Affiliate Transactions. Such (a) Borrower will not, and will shall not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, toenter into, or participate in, or effectbe a party to, any transaction withwith an Affiliate of Borrower, any officer, director, employee or Affiliate (other than such Borrower Principal or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such partners of Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate Principal except in the ordinary course of businessbusiness and on terms which are fully disclosed to Lender in advance and are substantially similar to those that would be obtained in a comparable arm’s-length transaction (taking into account the relative standards for quality and reputation of the party rendering the service) with an unrelated third party. Lender acknowledges that it has approved the Management Agreement. (b) Any contracts or agreements relating to the Property, (c) WPZ the Collateral, the Mezzanine A Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, Mezzanine A Principal’s general partner interest in the aggregaterelated Mezzanine A Borrower Entity in any manner between or among any Loan Parties or their Affiliates, are on terms including the Management Agreement and conditions that are fair and reasonable as determinedany other agreement specifically related to the Property, the Collateral, the Mezzanine A Collateral, any Mortgage Principal’s general partner interest in the case of WPZrelated Mortgage Borrower Entity, by the General Partner, and any Mezzanine A Principal’s general partner interest in the case of NWP and TGPLrelated Mezzanine A Borrower Entity, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officerLoan Party (collectively, director, employee or the “Affiliate of such Borrower or any of its Subsidiaries that are not Agreements”) shall be made on an armsarm’s-length basis or are not on terms as favorable as could have been obtained from a third party but are (taking into account differences in the ordinary course quality or standards of goods or services provided); and the parties to each Affiliate Agreement shall acknowledge and agree that, to the extent not prohibited under the Mortgage Loan Documents and the Mezzanine A Loan Documents, any such Borrower’s agreement (other than the Management Agreement, as to which the provisions of the Agreement Regarding Management Agreement and Section 5.1.18 hereof shall be applicable) shall be terminable by Mortgage Borrower or such Subsidiary’s businessLender within ten (10) days after notice, so long aswithout the payment of any fee, in each casepenalty, after giving effect theretopremium or liability for future liabilities or obligations, no Default or if an Event of Default shall have occurred and be continuing. To the extent not prohibited under the Mortgage Loan Documents and the Mezzanine A Loan Documents, (e) WPZ upon the occurrence and during the continuation of an Event of Default, if requested by Lender in writing, Borrower shall, or shall cause the applicable Loan Party or any Affiliate thereof to, terminate any existing Affiliate Agreement specified by Lender within ten (10) days after delivery of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General PartnerLender’s Board request without payment of Directorsany penalty, (f) any arrangement in place on the Closing Date premium or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programtermination fee.

Affiliate Transactions. Such The Borrower will notnot conduct, and will not permit the Restricted Subsidiaries to conduct, any transactions (or series of related transactions) with an aggregate value in excess of the greater of (x) $78,500,000 and (y) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) for the most recently ended Test Period with any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate Borrower’s Affiliates (other than Holdings, the Borrower and the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction), unless such transaction is on terms (taken as a whole) that are not materially less favorable to the Borrower or such Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction at such time (as determined in good faith by the Borrower) with a Person that is not an Affiliate; provided that the foregoing restrictions shall not apply to: (a) (i) the payment of management, monitoring, consulting, oversight, advisory and other fees (including transaction, guaranty and termination fees) pursuant to any management agreement (plus any unpaid management, monitoring, consulting, oversight advisory and other fees (including transaction, guaranty and termination fees) accrued in any prior year); provided that the annual management fee payable under this clause (a)(i) shall accrue but may not be paid during the continuance of a Specified Event of Default and may be paid upon cure, waiver or cessation of such Specified Event of Default, (ii) customary payments by the Borrower or any of its Subsidiariesthe Restricted Subsidiaries to any Permitted Holder made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures) unless as a whole such transactions between such and (iii) indemnification and reimbursement of expenses either (x) pursuant to any management agreement or (y) pursuant to arrangements approved by, the board of directors (or similar body) of the Borrower (or any direct or indirect parent thereof) (plus, in each case under this clause (a)(iii), any unpaid indemnities and its Subsidiaries on expenses accrued in any prior year), (b) (i) Restricted Payments permitted by Section 10.5, (ii) Investments permitted by the one hand and any officer, director, employee or Affiliate definition of “Permitted Investments” (other than such clause (x) of the definition thereof), (iii) dispositions, equity issuances and the other transactions set forth in the definition of “Asset Sale” and (iv) other transactions not prohibited under Sections 10.1 through 10.8 (other than solely by reference to this Section 9.10), (c) the consummation of the Transactions and the payment of fees and expenses (including the Transaction Expenses) related to the Transactions, (d) the issuance and transfer of Qualified Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries not otherwise prohibited by the Credit Documents, (e) loans, advances and other transactions between or among the Borrower, any Restricted Subsidiary or any joint venture (regardless of the form of legal entity) in which the Borrower or any Restricted Subsidiary has invested (and which Restricted Subsidiary or joint venture would not be an Affiliate of the Borrower but for the Borrower’s or a Restricted Subsidiary of the Borrower’s ownership of Capital Stock or Stock Equivalents in such joint venture or Restricted Subsidiary) to the extent permitted under Section 10, (f) (i) employment, consulting and severance arrangements between the Borrower and the Restricted Subsidiaries (or any direct or indirect parent of the Borrower) and their respective officers, employees, directors or consultants in the ordinary course of business (including loans and advances in connection therewith) and (ii) issuances of securities, other payments, awards, or grants in cash, securities or otherwise and other transactions pursuant to any management equityholder, employee or director equity plan or stock or other equity option plan or any other management or employee benefit plan or agreement, other compensatory arrangement or any other stock or other equity subscription, co-invest or equityholder agreement, (g) payments by the Borrower (and any direct or indirect parent thereof) and any Subsidiaries thereof pursuant to tax sharing agreements among the Borrower (and any such parent thereof) and such Subsidiaries on customary terms to the extent attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries; provided that in each case the amount of such payments with respect to any taxable year does not exceed the amount permitted to be paid under Section 10.5(b)(15)(B), (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the Borrower (or any direct or indirect parent thereof) and the other handSubsidiaries, (i) transactions undertaken pursuant to membership in a purchasing consortium, (j) transactions in which the Borrower or any Restricted Subsidiary, are on terms and conditions as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair and reasonable to such the Borrower or such Material Restricted Subsidiary from a financial point of view or meets the requirements of Section 9.10, (k) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as determinedsuch Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary; provided that such transaction was not entered into in contemplation of such designation or redesignation, as applicable, (l) Affiliate repurchases or buybacks of (i) the Loans or Commitments to the extent permitted hereunder or any other First Lien Obligations, (ii) any Junior Lien Obligation or (iii) other Indebtedness of the Borrower and its Subsidiaries, and (to the extent not otherwise prohibited hereunder), in the case of WPZeach of the foregoing, the payments and other transactions reasonably related thereto, (i) investments by Permitted Holders in securities or indebtedness of the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any Restricted Subsidiary (and payment of its Subsidiaries from declaring reasonable out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the investment is being offered by the Borrower or paying any lawful dividend such Restricted Subsidiary generally to other investors on the same or distribution otherwise permitted hereundermore favorable terms, and (bii) such payments to Permitted Holders in respect of securities or indebtedness of the Borrower or any Restricted Subsidiary contemplated in the foregoing clause (i) or that were acquired from Persons other than the Restricted Subsidiaries, in each case, in accordance with the terms of its such securities or indebtedness, (n) transactions pursuant to any arrangement or agreement as in effect on the Closing Date, and to the extent in excess of $50,000,000 individually set forth on Schedule 9.10, (o) any customary transactions with a Receivables Subsidiary effected as part of a Receivables Facility and any customary transactions with a Securitization Subsidiary effected as part of a Qualified Securitization Financing, (p) transactions constituting any part of a Permitted Reorganization, (q) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders of the Borrower or any direct or indirect parent thereof pursuant to the equityholders agreement, limited liability company agreement, registration rights agreement, or similar agreement entered into on or after the Closing Date, (r) Intercompany License Agreements, (s) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in such joint venture) in the ordinary course of business, and (ct) WPZ or with respect to any of its Subsidiaries from engaging in a transaction or the foregoing transactions that occur within a related series of transactionspermitted pursuant to this Section 9.10, whichany amendment, in the aggregateextension, are on terms and conditions that are fair and reasonable as determinedrenewal, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto modification or replacement thereof of any such arrangement or any transaction contemplated thereby agreement (so long as any such amendment amendment, extension, renewal, modification or replacement is not more disadvantageous materially adverse to the Lenders in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under good faith judgment of the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or Borrower when taken as a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programwhole).

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless (i) the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or (ii) if no comparable transaction is available with which to compare such Affiliate Transaction, transfer such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view; provided, that in the case of this clause (ii) with respect to affiliate transactions involving value (in an individual transaction or series of related transactions) of at least $20,000,000, such fairness determination has been made in the good faith judgment of the Board of Directors of the Borrower. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hydrocarbon Swap Agreements, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other Person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless as a whole such transactions between such or among the Borrower and its Subsidiaries on the one hand Restricted Subsidiaries; (h) payments that are permitted under Section 8.2.5 [Restricted Payments]; (i) transactions effected, and payments made, in accordance with the terms of any officer, director, employee or Affiliate (other than such agreement to which the Borrower or any Restricted Subsidiary is a party as of its Subsidiaries) the Closing Date as set forth on Schedule 8.2.8, and any amendments, modifications, supplements, extensions, renewals or replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the other handClosing Date, are on terms and conditions as determined in good faith by the Borrower; (j) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) stating that such transaction is fair and reasonable to such the Borrower or such Material Restricted Subsidiary as determinedfrom a financial point of view or that such transaction meets the requirements of the preceding paragraph; (k) loans or advances to employees, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower officers or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate directors in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms business and conditions that are fair and reasonable as determined, in the case of WPZ, approved by the General Partner, and Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; and (l) pledges by the case of NWP and TGPL, by such Borrower, (d) such Borrower or any Restricted Subsidiary of its Subsidiaries from engaging in non-material transactions with (or any officer, director, employee or Affiliate of such Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of its Subsidiaries that are not on an arms-length basis lenders or are not on terms as favorable as could have been obtained from a third party but are in other creditors of the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Unrestricted Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such Borrower will (a) The Company shall not, and will shall not permit any of its Material Restricted Subsidiaries to, directly or indirectly, pay enter into or permit to occur any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesAffiliates (an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $25.0 million, unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $40.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Company or a resolution of the Audit Committee of the Board of Directors of the Company approved by a majority of the members of the Audit Committee approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The restrictions set forth in Section 4.11(a) hereof shall not apply to: (1) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or a whole such committee thereof; (2) transactions between such Borrower or among the Company and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to provided that such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, otherwise prohibited by this Indenture; (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f3) any arrangement agreement as in place on effect as of the Closing Issue Date or any amendment thereto or replacement thereof or any transaction contemplated thereby (including pursuant to any amendment thereto) or by any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the arrangement so amended original agreement as in effect on the Issue Date as determined in good faith by the Company’s Board of Directors; (4) Restricted Payments or replaced; Permitted Investments permitted by this Indenture; (g5) any transaction permitted under transactions effected as part of a Qualified Securitization Transaction; (6) payments or loans to employees or consultants that are approved by the Partnership Agreement; Board of Directors of the Company in good faith; (h7) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; sales of Qualified Capital Stock; (i) any direct 8) the existence of, or indirect transfer of Equity Interests to WPZ the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of Notes in one any material respect; (9) transactions permitted by, and complying with, the provisions of Article 5 hereof; (10) any issuance of securities or other payments, awards, grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company or a series committee thereof in good faith; (11) investments by the Permitted Holders in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; and (12) transactions in which the Company or (j) WPZany Restricted Subsidiary, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company or such Restricted Subsidiary or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s and its Subsidiaries’ participation in WPZ’s cash management programlength basis from a Person that is not an Affiliate of the Company.

Affiliate Transactions. Such Borrower will not(a) For so long as the Oaktree Shareholders are entitled to nominate at least one Director, all transactions involving the Oaktree Shareholders or their Affiliates, on the one hand, and will the Company or its Subsidiaries, on the other hand, shall require Disinterested Director Approval; provided, that Disinterested Director Approval shall not permit be required for (i) pro rata participation in primary offerings of Equity Securities of the Company based on number of outstanding Voting Securities held, (ii) arms-length ordinary course business transactions of not more than $5 million in the aggregate per year with portfolio companies of the Oaktree Shareholders or investment funds or accounts affiliated with the Oaktree Shareholders or (iii) the transactions expressly required or expressly permitted under (A) the Registration Rights Agreement, of even date herewith, among the Company and the shareholders of the Company party thereto, (B) Sections 2.7 or 4.1(b)(i) of this Agreement or (C) Section 8.3 of the Merger Agreement. (b) The Company waives (on behalf of itself and its Subsidiaries) the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to the Company and its Subsidiaries, to the Oaktree Designees, to any of the Oaktree Shareholders or to any of the respective Affiliates of the Oaktree Designees or any of the Oaktree Shareholders. None of the Oaktree Designees, any Oaktree Shareholder or any of their respective Affiliates shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or any of its Material Subsidiaries toor developing or marketing any products or services that compete, directly or indirectly, pay any funds to or for with those of the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower Company or any of its Subsidiaries, (ii) unless as investing or owning any interest publicly or privately in, or developing a whole such transactions between such Borrower and its Subsidiaries on the one hand and business relationship with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, Person engaged in the case same or similar activities or lines of WPZbusiness as, by or otherwise in competition with, the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower Company or any of its Subsidiaries from declaring or paying (iii) doing business with any lawful dividend client or distribution otherwise permitted hereunder, (b) such Borrower customer of the Company or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate (each of the activities referred to in the ordinary course of businessclauses (i), (cii) WPZ and (iii), a “Specified Activity”). The Company (on behalf of itself and its Subsidiaries) renounces any interest or expectancy in, or in being offered an opportunity to participate in, any Specified Activity that may be presented to or become known to any Oaktree Shareholder or any of its Subsidiaries Affiliates. Notwithstanding the foregoing, if and to the extent that from engaging time to time after the date hereof Xx. Xxxxxx Xxxxxx may be considered an Affiliate of any Oaktree Shareholder, the provisions of this Section 5.2(b) shall not apply to Xx. Xxxxxx Xxxxxx, and any provisions governing corporate opportunities set forth in a transaction or transactions that occur within a related series certain Shareholders Agreement, dated as of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZdate hereof, by and among the General Partner, Company and in the case of NWP and TGPL, by such Borrower, Xxxxxx Investors party thereto (dthe “Xxxxxx Shareholders Agreement”) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.to

Affiliate Transactions. Such Borrower will (a) Holdings shall not, and will shall not permit any of its Material Restricted Subsidiaries to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdings (an “Affiliate Transaction”) involving aggregate value in excess of the greater of $16.0 million and 7.5% of LTM EBITDA unless: (i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to Holdings or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the -181- #96501157v12 (b) Section 7.07(a) shall not apply to: (i) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to Section 7.06 hereof (including Permitted Payments), directly or indirectly, pay any funds to or for the account of, make Permitted Investment; (ii) any investment in, lease, sellissuance, transfer or otherwise dispose sale of any assets(a) Capital Stock, tangible options, other equity-related interests or intangible, toother securities, or participate inother payments, awards or effectgrants in cash, securities or otherwise to any transaction withParent Entity, any officerPermitted Holder or future, current or former employee, director, employee officer, manager, contractor, consultant or Affiliate advisor (other than such Borrower or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any of its Subsidiaries or any of its SubsidiariesParent Entities and (b) unless directors’ qualifying shares and shares issued to foreign nationals as required under applicable law; (iii) any Management Advances and any waiver or transaction with respect thereto; (iv) (a) any transaction between or among Holdings and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a whole result of such transactions transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Parent Entity shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Borrower and its Subsidiaries such merger, amalgamation or consolidation is otherwise permitted under this Agreement; (v) the payment of compensation, fees, costs and expenses to, and indemnities (including under insurance policies) and reimbursements, employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for the one hand benefit of, future, current or former employees, directors, officers, managers, contractors, consultants, distributors or advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of Holdings, any Parent Entity or any Restricted Subsidiary (whether directly or indirectly including through any Person owned or controlled by any of such employees, directors, officers, managers, contractors, consultants, distributors or advisors (or their respective Controlled Investment Affiliates or Immediate Family Members)); (vi) the entry into and any officer, director, employee or Affiliate (other than such Borrower performance of obligations of Holdings or any of its Subsidiaries) Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Closing Date or entered into on or about the Closing Date in connection with the Transactions (provided that any such Affiliate Transaction in a principal amount in excess of $3.0 million is set forth on Schedule 7.07 to the Closing Date Certificate), as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall 7.07 or to the extent not prohibit more disadvantageous to the Lenders in -182- #96501157v12 any material respect in the reasonable determination of Holdings when taken as a whole as compared to the applicable agreement as in effect on the Closing Date or when entered into in connection with the Transactions, as applicable; (avii) such Borrower any transaction effected as part of a Qualified Securitization Financing or Receivables Facility, any disposition or acquisition of its Subsidiaries from declaring Securitization Assets, Receivables Assets or paying related assets in connection with any lawful dividend Qualified Securitization Financing or distribution otherwise permitted hereunderReceivables Facility; (viii) transactions with customers, (b) such Borrower vendors, clients, joint venture partners, suppliers, contractors, distributors or any purchasers or sellers of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate goods or services, in each case in the ordinary course of businessbusiness or consistent with past practice, which are fair to Holdings or the relevant Restricted Subsidiary, in the reasonable determination of Holdings, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (cix) WPZ any transaction between or among Holdings or any Restricted Subsidiary and any Person (including a joint venture or an Unrestricted Subsidiary) that is an Affiliate of Holdings or similar entity solely because Holdings or a Restricted Subsidiary or any Affiliate of Holdings or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate or similar entity; (x) issuances, sales or transfers of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of Holdings, any Parent Entity or any of the Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of Holdings or any Restricted Subsidiary; (xi) the payment of financial advisory, monitoring, management, consulting, oversight and similar fees (including refinancing, subsequent transaction and termination fees) under any management agreement in effect on the Closing Date and expenses and indemnities of the Sponsor and to directors (with no restrictions on the payment of such advisory, monitoring, management, consulting, oversight and similar fees or the payment of such expenses and indemnities); (xii) payment to any Permitted Holder of all out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in Holdings and its Subsidiaries; (xiii) the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) related to the Transactions, including Transaction Expenses; (xiv) transactions in which Holdings or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to Holdings or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 7.07(a)(i) hereof; (xv) the existence of, or the performance by Holdings or any Restricted Subsidiary of its obligations under the terms of, any equityholders, investor rights or similar agreement (including any registration rights agreement or purchase agreements related thereto) to which it is -183- #96501157v12 (i) investments by Affiliates in securities or loans of Holdings or any of its Restricted Subsidiaries from engaging (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in a transaction connection therewith) so long as the investment is being offered by Holdings or transactions that occur within a related series of transactions, which, in such Restricted Subsidiary generally to other non-affiliated third party investors on the aggregate, are on same or more favorable terms and conditions that are fair and reasonable as determined, (ii) payments to Affiliates in the case respect of WPZ, by the General Partner, and in the case securities or loans of NWP and TGPL, by such Borrower, (d) such Borrower Holdings or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from engaging Persons other than Holdings and its Restricted Subsidiaries, in non-material transactions each case, in accordance with the terms of such securities or loans; (xviii) payments by any officerParent Entity, Holdings and its Restricted Subsidiaries pursuant to any tax sharing agreement to the extent permitted by Section 7.06(b)(ix)(B) or Section 7.06(b)(ix)(C); (xix) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of Holdings and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, employee officer, manager, contractor, consultant or Affiliate advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of such Borrower Holdings, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder agreement with any such employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by Holdings in good faith; (xx) any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder agreement between Holdings or its Restricted Subsidiaries and any distributor, employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) approved by the reasonable determination of Holdings or entered into in connection with the Transactions; (xxi) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 7.05 hereof or entered into with any Business Successor, in each case, that are not Holdings determines in good faith is either fair to -184- #96501157v12 (i) any lease entered into between Holdings or any Restricted Subsidiary, as lessee, and any Affiliate of Holdings, as lessor and (ii) any operational services arrangement entered into between Holdings or any Restricted Subsidiary and any Affiliate of Holdings, in each case, which is approved as being on an arms-arm’s length basis terms by the reasonable determination of Holdings; (xxiv) any IP Rights licenses or are not on terms as favorable as could have been obtained from a third party but are sublicenses or research or development agreements in the ordinary course of such Borrower’s business or such Subsidiary’s businessconsistent with past practice; (xxv) payments to or from, so long asand transactions with, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ any Subsidiary or any joint venture in the ordinary course of its Subsidiaries from engaging business or consistent with past practice (including any cash management arrangements or activities related thereto); (xxvi) the payment of fees, costs and expenses related to registration rights and indemnities provided to equityholders pursuant to equityholders, investor rights, registration rights or similar agreements; (xxvii) transactions undertaken in the ordinary course of business pursuant to membership in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, purchasing consortium; (fxxviii) any arrangement Permitted Intercompany Activities, Permitted Tax Restructuring, Permitted IPO Reorganization and Intercompany License Agreements; and (xxix) transfer pricing or shared services agreements and intercompany loans in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programconnection therewith.

Affiliate Transactions. Such Borrower will Issuer shall not, and will shall not permit any of its Material Subsidiaries to, directly or indirectly, pay conduct any funds business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of Issuer (an “Affiliate Transaction”), lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit unless: (a) the terms of such Borrower Affiliate Transaction are: (i) set forth in writing, (ii) in the best interest of Issuer or such Subsidiary, as the case may be, and (iii) no less favorable to Issuer or such Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of Issuer, (b) if such Affiliate Transaction involves aggregate payments or value in excess of $1 million, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clauses (a)(ii) and (a)(iii) of this paragraph as evidenced by a Board Resolution promptly delivered to the Holders, and (c) if such Affiliate Transaction involves aggregate payments or value in excess of $5 million, Issuer obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to Issuer and its Subsidiaries. Notwithstanding the foregoing limitation, Issuer or any of its Subsidiaries from declaring may enter into or paying suffer to exist the following: (i) any lawful dividend transaction or distribution otherwise permitted hereunder, (b) such Borrower series of transactions between Issuer and one or any more of its Subsidiaries from providing credit support for or between two or more of its Subsidiaries as it deems appropriate in the ordinary course of business, provided that no more than 5% of the total voting power of the Voting Stock (con a fully diluted basis) WPZ of any such Subsidiary is owned by an Affiliate of Issuer (other than any Subsidiary of Issuer); (ii) any Restricted Payment permitted to be made pursuant to Section 6.9 or any Permitted Investment; (iii) the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of Issuer or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s businessSubsidiaries, so long as, as the Board of Directors in each case, after giving effect thereto, no Default or Event of Default good faith shall have occurred approved the terms thereof and deemed the services theretofore or thereafter to be continuing, performed for such compensation to be fair consideration therefor; and (eiv) WPZ or any of its Subsidiaries from engaging in a transaction applicable to an issuer with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted debt securities registered under the Partnership Agreement; (h) any corporate sharing agreements with respect Securities Act relating to tax sharing such loans and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programadvances.

Affiliate Transactions. Such Borrower will notNo Lessee Party shall, and will not no Lessee Party shall permit any of its Material the Restricted Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect, enter into or make or amend any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, whichcontract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of BLI (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $11,250,000 or services and goods with a market value (as determined in good faith by BLI) in excess of $11,250,000, provided that, the aggregate, are foregoing shall not apply to the following: (i) Affiliate Transactions on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis materially less favorable to the relevant Lessee Party or are not on terms as favorable as the Restricted Subsidiary than those that could have been obtained in a comparable transaction by the relevant Lessee Party or such Restricted Subsidiary with an unrelated Person; BUSINESS.29620189.12 (ii) transactions between or among BLI and/or any of the Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction); (iii) Restricted Payments permitted by Section 5.3(b) and Permitted Investments; (iv) the payment of reasonable and customary fees and reimbursement of out-of-pocket expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of BLI, any Restricted Subsidiary, or any direct or indirect parent of BLI; (v) transactions in which BLI or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor (as defined in the Credit Agreement) stating that such transaction is fair to BLI or such Restricted Subsidiary from a third party but financial point of view or meets the requirements of clause (i) of this Section 5.3(e); (vi) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by a majority of the General Partner’s Board of Directors, Directors of BLI in good faith; (fvii) any arrangement in place agreements or transactions disclosed on Schedule 6.05 to the Closing Date or Credit Agreement and any amendment thereto or replacement thereof or any transaction contemplated thereby (so long as any such amendment or replacement agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Participants in any material respect than the arrangement so amended original agreement as in effect on September 21, 2022) or replaced; (g) any transaction permitted under contemplated thereby as determined in good faith by XXX; (viii) the Partnership issuance of Equity Interests (other than Disqualified Stock) of BLI to any Person; (ix) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to BLI and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of BLI, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with Joint Ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice; (h) any corporate sharing agreements provided, however, with respect to tax sharing any consideration made to a Lessee Party or its Restricted Subsidiaries by Joint Ventures, the applicable Lessee Party or Restricted Subsidiary shall receive at least Fair Market Value for the goods or services of such transaction; BUSINESS.29620189.12 (x) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, management equity plans, stock option and general overhead stock ownership plans or similar employee benefit plans approved by the Board of Directors of BLI, or the Board of Directors of a Restricted Subsidiary, as applicable, in good faith; (xi) any contribution to the capital of BLI; (xii) transactions permitted by, and administrative matters; complying with, Section 5.3(h); (ixiii) transactions between BLI or any Restricted Subsidiary and any Person, a director of which is also a director of BLI or any direct or indirect transfer parent of Equity Interests to WPZ BLI; provided, however, that such director abstains from voting as a director of BLI or such direct or indirect parent of BLI, as the case may be, on any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.matter involving such other Person;

Affiliate Transactions. Such Borrower will not(a) Except as set forth on Section 5.14 of the Disclosure Schedules, Seller shall cause all Affiliate Transactions to be terminated and will not permit of no further force and effect as of the Second Closing in a manner such that none of Buyer, the Company Entities or any of its Material Subsidiaries totheir respective Affiliates has any Liability or obligation pursuant to such Affiliate Transactions. (b) Seller shall transfer into the Company Entities’ name(s) (as applicable), directly or indirectly, pay any funds to or those Contracts currently held by Seller for the account ofbenefit of one or both of the Company Entities and reasonably necessary to the conduct of the business of the Company Entities as currently conducted (including those applicable Contracts set forth in the Disclosure Schedules). Notwithstanding the foregoing, make nothing in this section nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement by Seller to assign any investment inContract that by its terms or by Law is non-assignable without the consent of a third party or is cancelable by a third party in the event of an assignment (a “Non-Assignable Contract”), leaseunless and until consent from such third party has been obtained. With respect to all Non-Assignable Contracts, sellSeller shall use commercially reasonable efforts to cooperate with Buyer at its request for up to 18 months following the First Closing Date, transfer or otherwise dispose of any assets, tangible or intangible, toas to Smooth Bourbon Non-Assignable Contracts, or participate inthe Second Closing Date, or effectas to Nugget Sparks Non-Assignable Contracts in endeavoring to obtain such consents; provided, any transaction withhowever, any officer, director, employee or Affiliate (other than that such Borrower efforts shall not require Seller or any of its Subsidiaries) unless as a whole Affiliates to incur any expenses or Liabilities, provide any financial accommodation, or remain secondarily or contingently liable for any Liability to obtain any such transactions between such Borrower and its Subsidiaries on the one hand consent and any officer, director, employee or Affiliate (other than such Borrower or failure to obtain any consent by Seller for any reason in and of its Subsidiaries) on itself shall not constitute a breach of this Agreement. To the other hand, are on extent permitted by applicable Law and the terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determinedof the Non-Assignable Contracts, in the case event that consents to the assignment thereof cannot be obtained, such Non-Assignable Contracts shall be held, as of WPZand from the applicable Closing Date, by Seller for the General Partnerbenefit of the applicable Company, and the covenants and obligations thereunder shall be performed by the applicable Company at such Company’s expense and in Seller’s name, and all benefits and obligations existing thereunder shall be for such Company’s account (and Seller shall promptly pay over to such Company (as applicable) all money received by it under such Non-Assignable Contracts in respect of periods after the case of NWP and TGPL, by such Borrowerapplicable Closing Date); provided, that Seller may, after providing reasonable prior written notice to Buyer with reasonable detail, withhold any performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until Buyer or the foregoing provisions applicable Company shall have provided Seller with all funds and other resources necessary for such performance. As of this Section shall not prohibit (a) and from the applicable Closing Date, Seller authorizes the applicable Company, to the extent permitted by applicable Law and the terms of the Non-Assignable Contracts, at such Borrower Company’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-Assignable Contracts applicable to such Company. Xxxxx agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or any of its Subsidiaries from declaring relating to the Company Entities’ performance of, or paying any lawful dividend failure to perform, obligations under the Non-Assignable Contracts, to the extent such Liabilities and Losses arose after the First Closing or distribution otherwise permitted hereunderthe Second Closing, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, applicable. (c) WPZ or any Prior to the First Closing, Seller shall acquire unencumbered ownership of its Subsidiaries from engaging all Member’s Interests in Smooth Bourbon held by Xxxxxxx Properties, LLC, a transaction or transactions Nevada limited liability company, such that occur within a related series Seller is able to deliver to Buyer unencumbered title to 50.0% of transactions, which, the Member’s Interests in Smooth Bourbon to Buyer at the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long asFirst Closing, in each case, after giving effect thereto, no Default or Event case pursuant to the terms of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership this Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) unless as a whole such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such the Borrower or such Material Subsidiary as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such the Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such the Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ the Borrower or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such the Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ the Borrower or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General PartnerBorrower’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax Tax sharing and general overhead and administrative matters; (ih) any direct or indirect transfer of Equity Interests to WPZ the Borrower or any of its Subsidiaries in one or a series of transactions transactions, and (i) any sale to, purchase from, extension of credit to, payment of services rendered by or any other transaction between any MLP Entity and one or more of the Borrower or any of its Material Subsidiaries, if (jx) WPZ’s such sale, purchase, extension of credit, payment or transaction is made or completed in compliance with the terms and its Subsidiaries’ participation in WPZ’s cash management programprovisions of the MLP Partnership Agreement and (y) such sale, purchase, extension of credit, payment or transaction is on terms and conditions fair and reasonable to the Borrower or such Material Subsidiary as determined by the Borrower.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiary) unless as a whole any and all such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiary) on the other hand, are shall be on an arms-length basis and on terms and conditions fair and reasonable no less favorable to such the Borrower or such Material Subsidiary as determinedthan could have been obtained from a third party who was not an officer, in director, employee or Affiliate (other than the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such BorrowerBorrower or any Subsidiary); provided, that the foregoing provisions of this Section shall not prohibit (a) such prohibit the Borrower or any of its Subsidiaries Subsidiary from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such prohibit the Borrower or any of its Subsidiaries Subsidiary from providing credit support for its Subsidiaries (other than Project Finance Subsidiaries) as it deems appropriate in the ordinary course of business, (c) WPZ prohibit the Borrower or any of its Subsidiaries Subsidiary from engaging in a transaction or transactions that occur are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party, provided that such transaction or transactions occurs within a related series of transactions, which, in the aggregate, are on an arms-length basis and are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowerfavorable as could have been obtained from a third party, (d) such prohibit the Borrower or any of its Subsidiaries Subsidiary from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries Subsidiary that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ prohibit any agreements entered into in connection with the Borrower’s initial public offering on February 5, 2007 or its acquisition on such date of 66% of the Equity Interests in Mont Belvieu Caverns, L.P. (and its successor Mont Belvieu Caverns, LLC), Acadian Gas, LLC, Sabine Propylene Pipeline L.P., Enterprise Xxx-Xxx Propylene Pipeline L.P. and South Texas NGL Pipelines, LLC, provided, any right of first refusal with respect to the purchase of any assets of the Borrower or any Subsidiary (other than a Project Finance Subsidiary) granted to any Affiliate shall by its terms automatically terminate upon the occurrence of an Event of Default as described in Section 7(g), (h) or (i), (f) prohibit the Borrower or any Subsidiary from entering into any of the Acquisition Documents or the agreements to be entered into in connection with the Equity Offering as described in the Registration Statement and/or in the forms provided to the Administrative Agent and Lenders on or prior to the date hereof, provided, any right of first refusal with respect to the purchase of any assets of the Borrower or any Subsidiary (other than a Project Finance Subsidiary) granted to any Affiliate shall by its Subsidiaries terms automatically terminate upon the occurrence of an Event of Default as described in Section 7(g), (h) or (i), or (g) prohibit the Borrower or any Subsidiary from engaging in a transaction with an Affiliate if such transaction has been approved by a majority of the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programindependent directors.

Affiliate Transactions. Such Borrower will not(a) Other than this Agreement, the other Transaction Documents and will not permit ordinary course agreements incident to the employment of any Stockholder by the Acquired Companies, none of the Equityholders and none of the members, directors, officers, employees, Affiliates or “associates” (or members of any of its Material Subsidiaries totheir “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act (other than any of the Acquired Companies) (i) is, or has in the past three years been, involved, directly or indirectly, pay in any funds material business arrangement or other material relationship with any of the Acquired Companies (whether written or oral) (other than director, officer or employment relationships or as an equity holder of the Company), (ii) directly or indirectly owns, or otherwise has any right, title or interest in, to or for the account ofunder, make any investment in, lease, sell, transfer material property or otherwise dispose of any assetsright, tangible or intangible, that is used by any of the Acquired Companies (other than shares of the Company Stock, Company Warrants and Company Stock Options), (iii) licenses Intellectual Property (either to or from any of the Acquired Companies), (iv) has any material obligations to any of the Acquired Companies, including to purchase or sell any material tangible or intangible asset, (v) is the beneficiary of any management or other fees paid by any of the Acquired Companies, (vi) is indebted to or, in the past three years, has borrowed money from or lent money to, or participate in, is a guarantor or effect, indemnitor of any transaction with, any officer, director, employee or Affiliate Acquired Company (other than any such Borrower indebtedness, guarantee or indemnity that will be discharged or extinguished at or prior to Closing), or (vii) is providing, or has in the past three years provided, or been engaged to provide, any material services to any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate Acquired Companies (other than in his or her capacity as a director, officer or employee of the Acquired Companies) (any Contract related to the arrangements described in clauses (i) through (vii) hereof, including any such Borrower agreements listed (or any of its Subsidiariesrequired to be listed) on Section 3.22(a) of the other handCompany Disclosure Schedule, are on terms and conditions fair and reasonable an “Affiliate Contract”). For the avoidance of doubt, Affiliate Contracts include any “management rights” letters to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or which any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, Acquired Company is a party. (b) such Borrower Except as expressly set forth on Section 3.22(b) of the Company Disclosure Schedule, all of the Contracts set forth (or any required to be set forth) on Section 3.22(a) of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of businessCompany Disclosure Schedule shall be completed, (c) WPZ satisfied or any of its Subsidiaries from engaging in a transaction terminated at or transactions that occur within a related series of transactions, which, in prior to the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long asEffective Time, in each case, case without any Liability to any Acquired Company at or after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programEffective Time.

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hedging Contracts, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless transactions between or among the Borrower and the Restricted Subsidiaries; (h) payments that are permitted under Section 8.2.5 [Restricted Payments]; (i) sales, contributions, conveyances and other transfers of Receivables and related assets of the type specified in the definition of Qualified Receivables Transaction to a Receivables Subsidiary or any other similar transactions in connection with any Qualified Receivables Transaction permitted by Section 8.2.1(j) [Indebtedness]; (j) transactions effected in accordance with the terms of any agreement to which the Borrower or any Restricted Subsidiary is a party as of the Closing Date or the Amendment No. 1 Effective Date as set forth on Schedule 8.2.8, and any amendments, modifications, supplements, extensions, renewals or replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole whole, of the Lenders as compared to the terms of such agreement in effect on the Closing Date or the Amendment No. 1 Effective Date, as determined in good faith by the Borrower; (k) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of the preceding paragraph; (l) loans or advances to employees, officers or directors in the ordinary course of business and approved by the Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; (m) agreements and transactions entered into or effected to effectuate a Separation Transaction or the Midstream MLP IPO; (n) pledges by the Borrower or any Restricted Subsidiary (or any Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other creditors of the Borrower’s Unrestricted Subsidiaries; (o) Investments in the Thermal Entities, the Thermal Facility Parties, the Thermal Public Company, the Met Entities, the Met Facility Parties or the Met Public Company to the extent permitted by Section 8.2.4 [Loans and Investments] and not otherwise prohibited by this Agreement; and (p) agreements between such Borrower and the Thermal General Partner, the Thermal Public Company and/or one or more of its Subsidiaries Subsidiaries, on the one hand hand, and any officer, director, employee CEI and/or more or Affiliate (other than such Borrower or any more of its other Subsidiaries) , on the other hand, are as described in the Form S-1/A Registration Statement filed by CNX Coal Resources LP on terms May 8, 2015, and conditions fair and reasonable transactions pursuant to such Borrower or such Material Subsidiary agreements as determined, in the case of WPZ, by the General Partnerso described, and in the case of NWP and TGPLany amendments, by such Borrower; providedmodifications, that the foregoing provisions of this Section shall not prohibit (a) such Borrower supplements, extensions, renewals or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement replacements thereof or any transaction contemplated thereby so long as such amendment amendments, modifications, supplements, extensions, renewals or replacement is replacements do not more disadvantageous materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in any material respect than effect on the arrangement so amended or replaced; (g) any transaction permitted under Amendment No. 1 Effective Date, as determined in good faith by the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programBorrower.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiary) unless as a whole any and all such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiary) on the other hand, are shall be on an arms-length basis and on terms and conditions fair and reasonable no less favorable to such the Borrower or such Material Subsidiary as determinedthan could have been obtained from a third party who was not an officer, in director, employee or Affiliate (other than the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such BorrowerBorrower or any Subsidiary); provided, that the foregoing provisions of this Section shall not prohibit (a) such prohibit the Borrower or any of its Subsidiaries Subsidiary from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such prohibit the Borrower or any of its Subsidiaries Subsidiary from providing credit support for its Subsidiaries (other than Project Finance Subsidiaries) as it deems appropriate in the ordinary course of business, (c) WPZ prohibit the Borrower or any of its Subsidiaries Subsidiary from engaging in a transaction or transactions that occur are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party, provided that such transaction or transactions occurs within a related series of transactions, which, in the aggregate, are on an arms-length basis and are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowerfavorable as could have been obtained from a third party, (d) such prohibit the Borrower or any of its Subsidiaries Subsidiary from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries Subsidiary that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ prohibit any agreements listed on Schedule 6.09 attached hereto, provided, any right of first refusal with respect to the purchase of any assets of the Borrower or any Subsidiary (other than a Project Finance Subsidiary) granted to any Affiliate shall by its terms automatically terminate upon the occurrence of its Subsidiaries an Event of Default as described in Section 7(g), (h) or (i), or (f) prohibit the Borrower or any Subsidiary from engaging in a transaction with an Affiliate if such transaction has been approved by a majority of the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programindependent directors.

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors of the Borrower, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hydrocarbon Swap Agreements, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other Person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless as a whole such transactions between such or among the Borrower and its Subsidiaries on the one hand Restricted Subsidiaries; (h) payments that are permitted under Section 8.2.5 [Restricted Payments]; (i) transactions effected, and payments made, in accordance with the terms of any officer, director, employee or Affiliate (other than such agreement to which the Borrower or any Restricted Subsidiary is a party as of its Subsidiaries) the Closing Date as set forth on Schedule 8.2.8, and any amendments, modifications, supplements, extensions, renewals or replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the other handClosing Date, are on terms and conditions as determined in good faith by the Borrower; (j) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agent) stating that such transaction is fair and reasonable to such the Borrower or such Material Restricted Subsidiary as determinedfrom a financial point of view or that such transaction meets the requirements of the preceding paragraph; (k) loans or advances to employees, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower officers or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate directors in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms business and conditions that are fair and reasonable as determined, in the case of WPZ, approved by the General Partner, and Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; (l) pledges by the case of NWP and TGPL, by such Borrower, (d) such Borrower or any Restricted Subsidiary of its Subsidiaries from engaging in non-material transactions with (or any officer, director, employee or Affiliate of such Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of its Subsidiaries that are not on an arms-length basis lenders or are not on terms as favorable as could have been obtained from a third party but are in other creditors of the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred Unrestricted Subsidiaries; (m) agreements and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by transactions entered into to the General Partner’s Board of Directors, (f) any arrangement in place on extent necessary to effectuate the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; Midstream GP IPO that (i) any direct or indirect transfer are, taken as a whole, no less favorable to the Borrower and the Restricted Subsidiaries than those entered into in connection with the initial public offering of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions CNX Midstream or (jii) WPZ’s are otherwise reasonably acceptable to the Administrative Agent; and (n) (i) agreements and its Subsidiaries’ participation in WPZ’s cash management programtransactions entered into to the extent necessary to effectuate the Investments permitted pursuant to clauses (i), (ii) and (iii) of Section 8.2.4(t) [Loans and Investments] and (ii) the transactions permitted pursuant to clause (iv) of Section 8.2.4(t) [Loans and Investments].

Affiliate Transactions. Such Borrower will not(i) sell, and will not permit any of its Material Subsidiaries totransfer, directly distribute or indirectly, pay any funds money or property to any Affiliate other than Regam, or for the account ofinvest in (by capital contribution or otherwise) or purchase or repurchase any stock or Indebtedness, make or any investment inproperty, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, toAffiliate other than Regam, or participate inbecome liable on any guaranty of the indebtedness, dividends or effect, other obligations of any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such BorrowerAffiliate; provided, however, that if (A) no Event of Default exists and (B) no act or e\vent has occurred which, with the foregoing passing of time or the giving of notice, or both, would constitute an Event of Default, then Borrower may engage in transactions with any Affiliate other than Regam in the normal course of business, in amounts and upon terms which are fully disclosed to Lender and which are no less favorable to Borrower than would be obtainable in a comparable arm's length transaction with a Person who is not an Affiliate: (ii) sell, transfer, distribute or pay any money or property to Regam, or invest in (by capital contribution- or otherwise) or purchase or repurchase any stock or Indebtedness or property of Regam, in excess of $50,000 each Fiscal Year, except on the following terms and subject to the following conditions: (A) both before and after having given effect to such sale, transfer, distribution, payment or purchase, no Event of Default exists and no act or event has occurred which, with the passing of time or the giving of notice, or both, would constitute an Event of Default and (B) Lender shall have given its prior written approval for such sale, transfer, distribution of payment or purchase; (iii) notwithstanding the provisions of this Section l5(L)(i) or Section 1 5(L)(ii), Borrower may pay compensation permitted by Paragraph l5(J) to employees who are Affiliates, and may make loans or other advances permitted by Paragraph l5(B) to executives who are Affiliates. The Borrower may not make any payment to any Subordinated Creditor (including, but not limiting the generality of the foregoing, any payments on either the DXI Note, or any indebtedness of Regam) except as permitted by Section l5(N)." (k) Paragraph 15 of the Original Loan Agreement is amended by adding the following as subparagraph (N): Notwithstanding anything to the contrary contained in the Loan Agreement, until all of the Obligations have been fully repaid to Lender, Borrower shall not prohibit make any direct or indirect payment or prepayment in cash, property or securities, by set-off or otherwise, with respect to the DXI Note or any indebtedness of Regam without the prior consent of Lender which consent shall not be withheld provided (a) that the Borrower, at least fifteen (15) days prior to the proposed payment, delivers to Lender a signed certification (which will be relied upon by Lender) in a form acceptable to Lender, certifying to the benefit of Lender that (i) no Event of Default has occurred or is continuing under the Loan Agreement, and no Event of Default would result from the making of such payment, and (ii) according to the monthly financial statements submitted to Lender by Borrower, Borrower or any will have a Total Debt Service Coverage Ratio of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderno less than 1.1 to 1.0 and will be in compliance after giving effect to the payment with all other financial covenants set forth in the Loan Agreement, (b) such Borrower or any the Lender verifying the accuracy of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course foregoing certification of businessBorrower, and (c) WPZ or Borrower shall have at least $500,000 in excess borrowing availability under the Total Facility after giving effect to any reserves required by Lender." (l) The provisions of its Subsidiaries from engaging Section 2(k) of the Third Amendment are amended and restated in a transaction or transactions that occur within a related series of transactions, which, their entirety as follows: Notwithstanding anything to the contrary contained in the aggregateLoan Agreement, are on terms and conditions that are fair and reasonable as determined, in the case long as (i) Borrower shall maintain excess borrowing availability of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, at least Five Hundred Thousand Dollars (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case$500,000), after giving effect theretoto any requested but unfunded advance and payment in full of Borrower's suppliers to within sixty (60) days of such suppliers' respective written or agreed-upon terms, no Default or and (ii) there shall not then exist an Event of Default shall have occurred and be continuing, (e) WPZ or any act or event which with notice, passage of its Subsidiaries time, or both would constitute an Event of Default, Borrower shall report to Lender Collateral information on a monthly basis (in the form of a Borrowing Base Certificate to be prescribed by Lender). (m) The provisions of Section 2(N) of the Third Amendment provided within sixty (60) days after the Third Amendment Effective Date, Borrower shall cause to be delivered to Lender a Subordination Agreement from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements ACG with respect to tax sharing the ACG Note (the "ACG Agreement"). The Borrower represents to the Lender that it has used good faith and general overhead and administrative matters; (i) any direct or indirect transfer diligent efforts to obtain the ACG Agreement but has not been able to obtain the same. Relying on the foregoing representation, the Lender waives the requirement that the Borrower obtain the ACG Agreement. The foregoing waiver shall not be constituted as a subordination by the Lender of Equity Interests to WPZ all or any part of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programthe Loan to the debt owed to ACG.

Affiliate Transactions. Such Borrower will not, and will not permit So long as any Preferred Shares are held by any of OPTrust, XxXxxxxxx and their respective Affiliates, no Related Person shall: (i) owe any amount to any of the Corporation and its Material Subsidiaries, nor shall any of the Corporation and its Subsidiaries owe any amount to, nor shall any of the Corporation and its Subsidiaries commit to make any loan or extend or guarantee credit to or for the benefit of, any Related Person; (ii) have any direct or indirect ownership interest in, or be an officer, director, employee, consultant or agent of, any Person that has a business relationship with any of the Corporation and its Subsidiaries; or (iii) own, directly or indirectly, pay in whole or in part, any funds to real property, leasehold interests or other property, or any permits, the use of which is necessary for the account of, make any investment in, lease, sell, transfer or otherwise dispose conduct of the business of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower the Corporation and its Subsidiaries on the one hand as currently conducted and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable as proposed to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowerbe conducted; provided, however, that the foregoing provisions of this Section 9.18 shall not prohibit apply to (aI) such Borrower the transactions contemplated hereby and by the other Transaction Documents as of the date hereof without giving effect to any amendment, modification or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderwaiver thereof, (bII) any Qualified Contribution Transaction (with respect to OPTrust, as such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate term is defined in the ordinary course of businessSeries A Preferred Articles Supplementary and, with respect to XxXxxxxxx, as such term is defined in the Series B Preferred Articles Supplementary), and (cIII) WPZ or any of its Subsidiaries from engaging in a other transaction or transactions arrangement that occur within a related series is approved in writing by each of transactionsOPTrust and XxXxxxxxx (which approval will not be unreasonably conditioned, whichdelayed, in the aggregateor withheld, are provided that such transaction or arrangement is made on terms and conditions that are fair no less favorable to the Corporation and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of than such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms and conditions as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and may be continuing, (e) WPZ or any of its Subsidiaries from engaging attained in a transaction with an Affiliate if such transaction has been approved not involving a Related Person). The provisions of this Section 9.18 are in addition to, and not in lieu of, any other applicable restrictions that may be set forth in the Organizational Documents of the Corporation (including the Charter) and elsewhere in the Transaction Documents (including the Series A Preferred Articles Supplementary and the Series B Preferred Articles Supplementary) or as may be provided by the General Partner’s Board MGCL or other applicable Laws. The provisions of Directorsthis Section 9.18 shall terminate upon the redemption of all Preferred Shares. In addition, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer Purchaser, the rights of Equity Interests such Purchaser under this Section 9.18 shall terminate at such time as such Purchaser, together with its Affiliates, ceases to WPZ or hold any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programPreferred Shares.

Affiliate Transactions. Such Borrower will notNo Credit Party shall, and will not nor shall it permit any of its Material Restricted Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or for series of transactions (including, but not limited to, the account ofpurchase, make any investment insale, leaselease or exchange of Property, sell, transfer or otherwise dispose the making of any assetsInvestment, tangible the giving of any guaranty, the assumption of any obligation or intangible, to, or participate in, or effect, the rendering of any transaction with, any officer, director, employee or Affiliate (other than such Borrower or service) with any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (their Affiliates that are not Restricted Entities other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit than: (a) such transaction or series of transactions are arm's length transactions entered into on terms that are not materially less favorable to Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderRestricted Subsidiary, as applicable, than those that could be obtained in a comparable arm's length transaction with a Person that is not such an Affiliate; (b) the intercompany agreements described on Schedule 6.10; provided that the terms thereof may not be amended, supplemented or otherwise modified unless such Borrower amended, supplemented or any otherwise modified terms complies with clause (a) above; (c) the Restricted Payments permitted under Section 6.9; (d) permitted Investments in Subsidiaries and Joint Ventures, including the purchase or acquisition of its Subsidiaries from providing credit support Equity Interests thereof and capital contributions in connection therewith; (e) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans); and (f) without duplication of Section 6.9(d), so long as no Default exists or would result therefrom, reimbursements or payments to the Parent or Ultimate Parent for its Subsidiaries as it deems appropriate (A) accounting, legal, insurance and other general and administrative expenses which are actual third party costs and expenses incurred by the Parent or Ultimate Parent in the ordinary course of business, including costs and expenses for activities permitted under Section 6.23(a)(iv), (cv), (viii), (ix) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner(xi), and (B) out-of-pocket costs and expenses of securities offerings for Equity Issuances which will result in the case Equity Issuance Proceeds and of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer exchanges of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programInterests.

Affiliate Transactions. Such Borrower will The Reorganized Company shall not be permitted to enter into, modify or terminate any agreement or transaction with any stockholder that, collectively with its affiliates, including any funds under management or portfolio companies of such stockholder or its affiliates, beneficially owns more than 20% of the Reorganized Company’s common stock (each, a “Related Party”) without the approval of a majority of the directors who are not appointed by or otherwise affiliated with such Related Party; provided, that independent directors appointed by such Related Party shall be entitled to vote in respect of such agreement or transaction so long as they remain independent of such Related Party; provided, further, that such approval shall not be required for any transaction between the Reorganized Company and a Related Party so long as such transaction is on arms’ length terms, including with respect to market pricing, does not, collectively with any related transactions, involve aggregate payments or value in excess of $1,750,000, and all transactions undertaken pursuant to this proviso shall be regularly reported to the Board. Notwithstanding the foregoing, for so long as the counterparty to the SSA is a Related Party, the amendment, termination, modification, or waiver of or enforcement or exercise of any rights under the SSA will be directed by management and require the approval of a majority of the directors who are not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer appointed by or otherwise dispose affiliated with such Related Party or its affiliates; provided, that independent directors appointed by such Related Party or its affiliates shall be entitled to vote on such amendment, termination, modification, waiver, enforcement or exercise so long as they remain independent of such Related Party. The Reorganized Company’s charter, bylaws and any assetsother constituent document with provisions relating to affiliate transactions will provide that such affiliate transactions provisions cannot be amended without the approval of all holders of New Common Stock, tangible except that such provisions may be modified in connection with a stock exchange listing or intangibleIPO with the approval of both (i) a majority of the directors excluding the Apollo Designees and (ii) holders of a majority of the New Common Stock, to, or participate in, or effect, disregarding any transaction with, any officer, director, employee or Affiliate (other than such Borrower shares beneficially owned by Apollo or any of its Subsidiaries) unless as a whole such transactions between such Borrower and affiliates, including any funds under management or portfolio companies of Apollo or its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borroweraffiliates; provided, that the foregoing provisions of this Section independent directors appointed by Apollo shall not prohibit (a) be entitled to vote on such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as they remain independent of such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programRelated Party.

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hedging Contracts, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless as a whole such transactions between such or among the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Restricted Subsidiaries) on ; provided that following the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determinedSeparation Transaction, in no event shall the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower Coal Holding Company or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any be deemed a Restricted Subsidiary for purposes of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; this clause; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programpayments that are permitted under Section 8.

Affiliate Transactions. Such Borrower will Except for (i) transactions between or among the Corporation and any of its wholly-owned Subsidiaries and/or transactions between or among any of the Corporation’s wholly-owned Subsidiaries; (ii) the payment or provision of compensation and/or benefits to employees of the Corporation or any of its Subsidiaries pursuant to plans or agreements previously approved by the Board; and (iii) any dividends or distributions paid on the Securities, the Corporation shall not, and will shall not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase, lease or otherwise acquire any property or assets from, or effectenter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with or for the benefit of, any transaction withAffiliate of the Corporation, any officer, director, employee or Affiliate (other than such Borrower Stockholder or any “associate” of its Subsidiariesany Stockholder (within the meaning of Rule 12b-2 under the Exchange Act), unless (a) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are transaction is on terms and conditions fair and reasonable that are no less favorable to such Borrower the Corporation or such Material Subsidiary as determinedthan those that would have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person and (b) such transaction is approved by a majority of the members of the Board not affiliated with the Stockholder involved in (or whose Affiliates are involved in) such transaction; provided that any such transaction must otherwise comply with Sections 23A and 23B of the Federal Reserve Act and with Federal Reserve Regulation O and Regulation W; provided, further, that Board approval pursuant to clause (b) above shall not be required in the case of WPZ, (x) any exercise of remedies by the General Partner, and a CFS Pledgee resulting in the case ownership of NWP and TGPL, by such Borrower; provided, CFS Pledged Shares or (y) any sale to a Stockholder (other than a Stockholder that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or is an Affiliate of such Borrower the Corporation) of any CFS Pledged Shares Transferred to, or held by, a CFS Pledgee in connection with the default on any of its Subsidiaries that are not on an arms-length basis loan made to, or are not on terms as favorable as could have been obtained from a third party but are in for the ordinary course benefit of, the holder of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programCFS Pledged Shares.

Affiliate Transactions. Such Holdings and the Borrower will shall not, and will shall not permit any of its Material Restricted Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or for series of transactions (including, but not limited to, the account ofpurchase, make any investment insale, leaselease or exchange of Property, sell, transfer or otherwise dispose the making of any assetsInvestment, tangible the giving of any guaranty, the assumption of any obligation or intangiblethe rendering of any service) with any of their Affiliates (each, toan “Affiliate Transaction”), or participate inunless the Affiliate Transaction is on terms that are no less favorable (taken as a whole) to Holdings, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm’s length transaction with a Person that is not such an Affiliate or, if in the good faith judgment of its Subsidiaries) unless as a whole the Board of Directors of the Borrower, no comparable transaction is available with which to compare such transactions between Affiliate Transaction, such Borrower and its Subsidiaries on Affiliate Transaction is otherwise fair to the one hand and any officer, director, employee or Affiliate (other than such Borrower or any the relevant Restricted Subsidiary from a financial point of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowerview; provided, that however, the foregoing provisions of this Section 6.08 shall not prohibit apply to: (a) such transactions solely among the Loan Parties or solely among Restricted Subsidiaries that are not Loan Parties; (b) the performance of employment, equity award, equity option or equity appreciation agreements, plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred compensation plans and retirement or savings plans) entered into by Holdings, the Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate Restricted Subsidiary in the ordinary course of businessits business with its or for the benefit of is employees, officers and directors; (c) WPZ fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of Holdings, the Borrower or any of its Subsidiaries from engaging Restricted Subsidiary in a transaction or transactions that occur within a related series of transactionstheir capacity as such, which, in to the aggregate, extent such fees and compensation are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, customary; (d) such Restricted Payments permitted hereunder; (e) any issuance of Equity Interests (other than Disqualified Equity Interests) to, or the receipt by the Borrower of any capital contribution from, Holdings; and any transactions with Holdings, including Permitted Tax Distributions, effected pursuant to the terms of the Loan Documents; and (f) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent accounting, appraisal or investment banking firm of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of national standing stating that such transaction is fair to the Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained such Restricted Subsidiary from a third party but are in financial point of view or meets the ordinary course requirements of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event the first paragraph of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programthis Section 6.08.

Affiliate Transactions. Such Borrower Except as disclosed on Section 6.17 of the Seller Disclosure Letter, no officer, director or operating committee member, holder of Ownership Interests or Affiliate (other than a Transferred Group Member with respect to another Transferred Group Member) of any Transferred Group Member, any of their respective officers, managers or directors, or any family member of any of the foregoing (i) has entered into any Contract with any Transferred Group Member, other than (A) confidentiality, assignment of inventions agreements and director and officer indemnification agreements, (B) employment agreements, offer letters, restrictive covenants agreements, stock option and restricted stock agreements and other Contracts providing for terms of service or direct or indirect compensation for service, all of which have been made available to Purchaser, (C) this Agreement, the other Transaction Documents and the Transactions, (D) in the case of each of the Transferred US Entity and Dorchester US, Contracts relating to or arising out of the Non-Rome Assets and Contracts relating to intercompany receivables, all of which will notbe terminated at or prior to the Closing with no Liability of any Transferred Group Member thereunder, (E) the Cash Management Arrangements, all of which will be terminated at or prior to the Closing with no Liability of any Transferred Group Member thereunder, and (F) intercompany shared service arrangements, all of which will not permit any of its Material Subsidiaries to, directly (subject to the Transition Services Agreement) be terminated at or indirectly, pay any funds prior to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose Closing with no further Liability of any assetsTransferred Group Member thereunder, tangible (ii) has filed or intangiblenotified the Transferred Group Members of any claims or rights against any Transferred Group Member (other than rights to receive compensation for services performed as an officer, to, or participate in, or effect, any transaction with, any officermanager, director, employee or Affiliate contractor of any Transferred Group Member, rights to reimbursement for travel and other business expenses incurred in the Ordinary Course of Business), (iii) owes any money to any Transferred Group Member or is owed any money from any Transferred Group Member (other than such Borrower de minimis amounts or amounts owed pursuant to the Contracts described in subclauses (D) through (F) of clause (i) above), (iv) provides services to any of its SubsidiariesTransferred Group Member (other than services performed (A) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any director, manager, officer, director, employee or Affiliate contractor of any Transferred Group Member or (other than such Borrower or any B) under Contracts described in subclauses (D) through (F) of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; clause (i) above) that are material to such Transferred Group Members, or (v) owns any direct or indirect transfer of Equity Interests property which is material to WPZ or any Transferred Group Member and used by such Transferred Group Member in the conduct of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programbusiness.

Affiliate Transactions. Such Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax Tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries Subsidiary to, directly or indirectly, pay enter into any funds to transaction (including the purchase or for the account ofsale of any Property or service) with, or make any investment in, lease, sell, payment or transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such (i) the Borrower and its Subsidiaries on the one hand any Non-Excluded Subsidiary, (ii) any Non- Excluded Subsidiary and another Non-Excluded Subsidiary or (iii) any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesExcluded Subsidiary and another Excluded Subsidiary) on the other hand, are on terms and conditions except upon fair and reasonable terms no less favorable to such the Borrower or such Material Subsidiary (all terms of a particular transaction taken as determined, a whole) than the Borrower or such Subsidiary could obtain in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowera comparable arm’s length transaction; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderRestricted Payment, (b) such the provision by the Borrower or any such Material Subsidiary of credit support to its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course form of businessa performance guaranty or similar undertaking (but excluding any guaranty of, joint and several obligations for, or assumption of, Indebtedness or payment obligations), (c) WPZ the provision of letters of credit, guaranties, sureties and similar forms of credit support in respect of performance obligations of an Affiliate (but excluding any such support for Indebtedness or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are payment obligations) on terms and conditions that are the Borrower or such Material Subsidiary, as applicable, believes in good faith to be fair and reasonable to the Borrower or such Material Subsidiary as determinedapplicable, in provided, however, that to the case extent the amount of WPZthe obligations of such Affiliate supported thereby exceeds $10,000,000, the provision of such letter of credit, guaranty, surety or similar form of credit support shall be approved by the board of directors or similar governing body of the General Partner, Partner and in the case of NWP and TGPL, determined by such Borrowerboard of directors or similar governing body to be fair and reasonable to the Borrower or such Material Subsidiary, as applicable, (d) such Borrower customary arrangements among Affiliates relating to the administrative or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in management services authorized by the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default organizational documents or Event board of Default shall have occurred and be continuingdirectors or other governing body (or committee thereof), (e) WPZ or any of equity investments by the Borrower and its Subsidiaries from engaging made after the Closing Date in a transaction with any such Affiliates in an Affiliate if such transaction has been approved by amount not to exceed $250,000,000, in the General Partner’s Board aggregate, at any one time (after giving effect to all returns of Directorscapital), (f) any arrangement in place on transaction subject to the Closing Date jurisdiction, approval, consent or oversight of any amendment thereto regulatory body or replacement thereof compliance with any applicable regulation, rule or guideline of any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; regulatory body, (g) the transfer of Receivables Facility Assets to a Receivables Entity in connection with any transaction permitted under the Partnership Agreement; Permitted Receivables Financing, (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; the transactions set forth on Schedule 7.5, (i) any direct or indirect transfer transaction approved by the conflicts committee of Equity Interests to WPZ or any the board of its Subsidiaries in one or a series directors of transactions or the General Partner, and (j) WPZ’s any transaction determined by the disinterested directors of the board of directors of the General Partner to be fair and its Subsidiaries’ participation in WPZ’s cash management programreasonable to the Borrower or such Subsidiary.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries Subsidiary to, directly or indirectly, pay enter into any funds to transaction (including the purchase or for the account ofsale of any Property or service) with, or make any investment in, lease, sell, payment or transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such (i) the Borrower and its Subsidiaries on the one hand any Non-Excluded Subsidiary, (ii) any Non-Excluded Subsidiary and another Non-Excluded Subsidiary or (iii) any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesExcluded Subsidiary and another Excluded Subsidiary) on the other hand, are on terms and conditions except upon fair and reasonable terms no less favorable to such the Borrower or such Material Subsidiary (all terms of a particular transaction taken as determined, a whole) than the Borrower or such Subsidiary could obtain in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowera comparable arm’s length transaction; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderRestricted Payment, (b) such the provision by the Borrower or any such Material Subsidiary of credit support to its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course form of businessa performance guaranty or similar undertaking (but excluding any guaranty of, joint and several obligations for, or assumption of, Indebtedness or payment obligations), (c) WPZ the provision of letters of credit, guaranties, sureties and similar forms of credit support in respect of performance obligations of an Affiliate (but excluding any such support for Indebtedness or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are payment obligations) on terms and conditions that are the Borrower or such Material Subsidiary, as applicable, believes in good faith to be fair and reasonable to the Borrower or such Material Subsidiary as determinedapplicable, in provided, however, that to the case extent the amount of WPZthe obligations of such Affiliate supported thereby exceeds $10,000,000, the provision of any such letters of credit, guaranty, surety or similar form of credit support shall be approved by the board of directors or similar governing body of the General Partner, Partner and in the case of NWP and TGPL, determined by such Borrowerboard of directors or similar governing body to be fair and reasonable to the Borrower or such Material Subsidiary, as applicable, (d) such Borrower customary arrangements among Affiliates relating to the administrative or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in management services authorized by the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default organizational documents or Event board of Default shall have occurred and be continuingdirectors or other governing body (or committee thereof), (e) WPZ or any of equity investments by the Borrower and its Subsidiaries from engaging made after the Closing Date in a transaction with any such Affiliates in an Affiliate if such transaction has been approved by amount not to exceed $250,000,000, in the General Partner’s Board aggregate, at any one time (after giving effect to all returns of Directorscapital), (f) any arrangement in place on transaction subject to the Closing Date jurisdiction, approval, consent or oversight of any amendment thereto regulatory body or replacement thereof compliance with any applicable regulation, rule or guideline of any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; regulatory body, (g) the transfer of Receivables Facility Assets to a Receivables Entity in connection with any transaction permitted under the Partnership Agreement; Permitted Receivables Financing, (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; the transactions set forth on Schedule 7.5, (i) any direct or indirect transfer transaction approved by the conflicts committee of Equity Interests to WPZ or any the board of its Subsidiaries in one or a series directors of transactions or the General Partner, and (j) WPZ’s any transaction determined by the disinterested directors of the board of directors of the General Partner to be fair and its Subsidiaries’ participation in WPZ’s cash management programreasonable to the Borrower or such Subsidiary.

Affiliate Transactions. Such Notwithstanding anything to the contrary set forth herein or in any other Transaction Document, the Transferor (or an Affiliate thereof) shall not reacquire from the Borrower will notand the Borrower shall not transfer to the Transferor or to Affiliates of the Transferor, and will none of the Transferor nor any Affiliates thereof shall have a right or ability to purchase, the Loan Assets other than (i) as not permit any prohibited by Section 2.07(h) and (ii) in sales on an arms’ length basis and for fair market value or at a price specified herein; provided that (x) the proceeds of such sale shall be deposited into the Principal Collection Account to be disbursed in accordance with Section 2.04, (y) no event has occurred, or would result from such sale, which constitutes an Event of Default and no event has occurred and is continuing, or would result from such sale, which constitutes an Unmatured Event of Default or a Borrowing Base Deficiency; and (z) the Administrative Agent shall provide prior written consent to such sale. For the avoidance of doubt, nothing in this clause (g) shall prohibit the Borrower from transferring or distributing its Loan Assets to the holders of its Material Subsidiaries toequity or Affiliates, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determinedapplicable, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of businessaccordance with Sections 2.07(a), (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower), (d) such Borrower or any (e) and subject to the limitations, if applicable, of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could Section 2.07(h). Advances Outstanding shall be given effect unless (i) sufficient funds have been obtained from a third party but are remitted to pay all such amounts in full, as determined by the ordinary course of such Borrower’s or such Subsidiary’s business, so long asAdministrative Agent, in each case, after giving effect thereto, its sole discretion and (ii) no Default event has occurred or would result from such prepayment which would constitute an Event of Default or an Unmatured Event of Default. The Administrative Agent shall have occurred apply amounts received from the Borrower pursuant to this Section 2.18(a) to the payment of any Breakage Fees, to the pro rata reduction of the Advances Outstanding and to the payment of any accrued and unpaid costs and expenses of the Administrative Agent and the Lender related to such prepayment. Any notice relating to any repayment pursuant to this Section 2.18(a) shall be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programirrevocable.

Affiliate Transactions. Such Borrower will Each of the Loan Parties shall not, and will shall not permit any of its Material Subsidiaries to, directly enter into or indirectlycarry out any transaction involving aggregate consideration in excess of $10,000,000 for any individual transaction, pay or $20,000,000 for all such transactions within any funds to or for the account offiscal year, make with any investment in, lease, sell, transfer or otherwise dispose Affiliate of any assetsLoan Party (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) (an “Affiliate Transaction”) unless the terms thereof, tangible taken as a whole, are not materially less favorable to such Loan Party or intangiblesuch Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, toif in the good faith judgment of the Board of Directors of Parent, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the relevant Loan Party or participate inthe relevant Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, or effecttherefore, will not be subject to the provisions of foregoing paragraph: (i) any transaction with, between or among Domestic Loan Parties, (ii) any officer, directortransaction between or among any Subsidiaries that are not Loan Parties, (iii) Restricted Payments permitted by Section 8.2.5 [Dividends and Related Distributions], (iv) any employment agreement, employee benefit plan, officer or Affiliate (other than such Borrower director indemnification agreement or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and similar arrangement entered into by any officer, director, employee or Affiliate (other than such Borrower Loan Party or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case ordinary course of WPZ, by business and payments pursuant thereto, (v) the General Partner, payment of reasonable fees to and in the case reimbursements of NWP expenses (including travel and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate entertainment expenses and similar expenditures in the ordinary course of business) of employees, (c) WPZ officers, directors or consultants of any Loan Party or any Subsidiary, (vi) transactions between any Loan Party or any Subsidiary with a Person that is an Affiliate of its Subsidiaries Parent solely because of the ownership by any Loan Party or any Subsidiary of Equity Interests in such Person (including the transaction pursuant to which any Loan Party or any Subsidiary acquired such Equity Interests); (vii) transactions between any Loan Party or any Subsidiary and any Person, a director of which is also a director of Parent and such director is the sole cause for such Person to be deemed an Affiliate of any Loan Party or any Subsidiary; provided that such director shall abstain from engaging in voting as a transaction or transactions that occur within a director of Parent on any matter involving such other Person, (viii) sales, contributions, conveyances and other transfers of Receivables and related series assets of transactions, which, the type specified in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case definition of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower “Qualified Receivables Transaction” to a Receivables Subsidiary or any of its Subsidiaries from engaging other similar transactions in non-material transactions connection with any officerQualified Receivables Transaction, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (gix) any transaction permitted under the Partnership Agreement; (h) in which any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ Loan Party or any Subsidiary, as the case may be, delivers to the Administrative Agents a letter from an accounting, appraisal or investment banking firm of its Subsidiaries in one national standing (or otherwise reasonably acceptable to the Administrative Agents) stating that such transaction is fair to such Loan Party or such Subsidiary from a series financial point of transactions view or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programthat such transaction meets the requirements of the preceding paragraph.

Affiliate Transactions. Such The Borrower will not, and will not permit enter into any of its Material Subsidiaries to, directly transaction with or indirectly, pay any funds to or for the account of, make any investment inpayment to any Affiliates of the Borrower, leaseother than the Property Management Contract, sellthe REIT Management Contract, transfer the Investor Agreement between Group and the Borrower or otherwise dispose Permitted Intercompany Debt or any payments made in accordance therewith or dividends on shares of capital stock to the extent not prohibited hereby. Notwithstanding the foregoing, the Borrower or any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate Subsidiary may enter into transactions with Affiliates (other than such purchases or sales of real property, loan transactions or transactions for services provided pursuant to the Property Management Contract) which involve (i) underwriting or placement agent agreements as to which no amounts are payable by the Borrower other than expenses payable to third parties or indemnity obliga- tions, in each case not less favorable to the Borrower or any Subsidiary than those which are generally available in the market, (ii) stock purchase, option or warrant agreements in which the Borrower is selling or agreeing to sell Equity Interests thereunder, (iii) collective insurance agreements, (iv) the Homestead Investment or (v) any other contract as to which the Borrower gives the Agent 30 days prior notice of its Subsidiaries) unless as a whole the terms thereof and, in the reasonable judgment of the Required Banks, such transactions between such Borrower and its Subsidiaries on terms are not less favorable to the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesSubsidiary than those which are generally available in the market. In addition, notwithstanding the foregoing, the Borrower may enter into (i) temporary or bridge loan transactions with Group or any wholly-owned subsidiary thereof, which loans shall be unsecured and subordinate (on the other hand, are on same terms and conditions fair as set forth in clauses (A) and reasonable (B) of the definition of "Permitted Intercompany Debt") to such Borrower any and all Loans made by any Bank and terminable upon thirty (30) days' notice and (ii) any and all transactions with or such Material Subsidiary as determined, in the case of WPZ, by the General Partnerthrough Atlantic Development Services Incorporated which are permitted by, and in accordance with the case of NWP terms of, this Agreement. No such transaction with or through Atlantic Development Services Incorporated ("ADS") shall be permitted, unless (i) all loans or advances to ADS are secured by first priority liens and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit security interests (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate subject only to prior liens and security interests securing performance guaranties granted in the ordinary course of ADS' business) in real properties developed or acquired by ADS, (cii) WPZ or any the Borrower shall, at all times, beneficially own at least ninety percent (90%) of its Subsidiaries from engaging the economic interests in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General PartnerADS, and in (iii) the case financial condition and results of NWP and TGPL, by such Borrower, (d) such operation of ADS shall be consolidated with those of the Borrower or any for purposes of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programfinancial statements.

Affiliate Transactions. Such Borrower will (a) Other than any transaction or agreement (i) entered into, consummated or effected on the Effective Date or (ii) entered into, consummated or effected between the Corporation and any of the Corporation’s Subsidiaries or between Subsidiaries of the Corporation, the Corporation shall not, and will shall cause each Subsidiary of the Corporation not permit to, take any action, enter into any agreement, contract or other arrangement, amend, supplement or otherwise modify any existing agreement, contract or other arrangement, effect any transaction, or commit to enter into or otherwise effect any of its Material Subsidiaries tothe foregoing, directly or indirectly, pay any funds to with or for the account ofbenefit of an Affiliate of the Corporation (or any employee, make any investment inagent, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee manager, stockholder, member or partner of an Affiliate of the Corporation) (each, an “Affiliate Transaction”) without the prior written consent of each Significant Holder. (b) Anything in this Section 5.1 or elsewhere in this Agreement to the contrary notwithstanding, the Corporation and the Stockholders each hereby agree and acknowledge that certain Stockholders and/or their Affiliates are also holders of indebtedness and debt securities and guarantees thereof of the Corporation and its Subsidiaries (collectively, “Indebtedness”), and in such capacity may have interests that are divergent from the Corporation or the other than Stockholders, and that under no circumstances will any such Borrower Stockholder or any such Affiliate be prohibited from taking any action or enforcing any right entitled to it under the terms of the documentation relating to or governing the Indebtedness held by such Stockholder or such Affiliate. To the fullest extent permitted by law, no holder of Indebtedness shall be liable to the Corporation or the other Stockholders for breach of any fiduciary duty by reason of any such activities of such holder, including exercising any rights of such holder under documentation relating to or governing such Indebtedness, and each Stockholder hereby irrevocably waives any and all rights to claim any such actions are a breach of this Agreement, or the fiduciary duties (if any) of such holder. In addition, any holder of Indebtedness, in exercising its rights as a lender or creditor of the Corporation or any of its Subsidiaries, including making its decision on whether to foreclose on any collateral security, will have no duty to consider (i) unless its status or the status of any of its Affiliates as a whole such transactions between such Borrower and its Subsidiaries on Stockholder, (ii) the one hand and any officer, director, employee or Affiliate (other than such Borrower interests of the Corporation or any of its Subsidiaries, or (iii) on any duty it may have to any other Stockholder, except as may be required under the other hand, are on terms and conditions fair and reasonable applicable financing documents relating to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programIndebtedness.

Affiliate Transactions. Such Borrower will notExcept as set forth on Company Schedule 4.23(i), and will not permit neither the Company nor any of its Material Subsidiaries tohas purchased, directly acquired, used or indirectlyleased any property or services from, pay or sold, transferred or leased any funds to property or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, services to, or participate inloaned or advanced money to, or effectborrowed any money from or entered into or been subject to any management, consulting or similar agreement with, or entered into any other transaction or arrangement with, any officer, director, employee shareholder or Affiliate (other than such Borrower of the Company or any of its Subsidiaries. Except as set forth on Company Schedule 4.23(ii), (A) unless as a whole such transactions between such Borrower and no Affiliate of the Company is indebted to the Company or any of its Subsidiaries on for money borrowed or other loans or advances, and neither the one hand and Company nor any officerof its Subsidiaries is indebted to any such Affiliate, director, employee (B) no such Affiliate’s liabilities or Affiliate (other than such Borrower obligations has been guaranteed by the Company or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and none of the Company’s nor any of its Subsidiaries’ obligations or liabilities has been guaranteed by any such Affiliate, and (C) if any indebtedness for money borrowed or other loans or advances referred to in clause (A) or guaranteed liabilities or obligations referred to in clause (B) exists, the case Seller Parties and the Company will eliminate, terminate or settle all such arrangements prior to or contemporaneously with, but not after, the Closing, without any liability of NWP and TGPLany kind, by such Borrower; providedincluding tax liabilities, that to the foregoing provisions of this Section shall not prohibit (a) such Borrower Company or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderfollowing the Closing. For purposes of this Section 4.23, (b) such Borrower the term “Affiliate” shall be deemed to include NXXX, but shall not include the Company or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiary) unless as a whole such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiary) on the other hand, are on terms and conditions fair and reasonable to such the Borrower or such Material Subsidiary as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such the Borrower or any of its Subsidiaries Subsidiary from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such the Borrower or any of its Subsidiaries Subsidiary from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ the Borrower or any of its Subsidiaries Subsidiary from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such the Borrower or any of its Subsidiaries Subsidiary from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries Subsidiary that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ the Borrower or any of its Subsidiaries Subsidiary from engaging in a transaction with an Affiliate if such transaction has been approved by the Conflicts Committee of the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date date hereof or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions the Borrower or (j) WPZthe Borrower’s and its Subsidiaries’ participation in WPZ’s Wxxxxxxx’ cash management program.

Affiliate Transactions. Such Borrower will notNo Lessee Party shall, and will not no Lessee Party shall permit any of its Material the Restricted Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect, enter into or make or amend any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, whichcontract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of BLI (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $11,250,000 or services and goods with a market value (as determined in good faith by BLI) in excess of $11,250,000, provided that, the aggregate, are foregoing shall not apply to the following: (i) Affiliate Transactions on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis materially less favorable to the relevant Lessee Party or are not on terms as favorable as the Restricted Subsidiary than those that could have been obtained in a comparable transaction by the relevant Lessee Party or such Restricted Subsidiary with an unrelated Person; BUSINESS.29620189.12 57 (ii) transactions between or among BLI and/or any of the Restricted Subsidiaries (or any entity that becomes a Restricted Subsidiary as a result of such transaction); (iii) Restricted Payments permitted by Section 5.3(b) and Permitted Investments; (iv) the payment of reasonable and customary fees and reimbursement of out-of-pocket expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of BLI, any Restricted Subsidiary, or any direct or indirect parent of BLI; (v) transactions in which BLI or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor (as defined in the Credit Agreement) stating that such transaction is fair to BLI or such Restricted Subsidiary from a third party but financial point of view or meets the requirements of clause (i) of this Section 5.3(e); (vi) payments or loans (or cancellation of loans) to officers, directors, employees or consultants which are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by a majority of the General Partner’s Board of Directors, Directors of BLI in good faith; (fvii) any arrangement in place agreements or transactions disclosed on Schedule 6.05 to the Closing Date or Credit Agreement and any amendment thereto or replacement thereof or any transaction contemplated thereby (so long as any such amendment or replacement agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Participants in any material respect than the arrangement so amended original agreement as in effect on September 21, 2022) or replacedany transaction contemplated thereby as determined in good faith by BLI; (gviii) the issuance of Equity Interests (other than Disqualified Stock) of BLI to any transaction permitted under the Partnership AgreementPerson; (hix) any corporate sharing agreements (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to BLI and the Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of BLI, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with Joint Ventures or Unrestricted Subsidiaries entered into in the ordinary course of business and consistent with past practice; provided, however, with respect to tax sharing and general overhead and administrative matters; (i) any direct consideration made to a Lessee Party or indirect transfer its Restricted Subsidiaries by Joint Ventures, the applicable Lessee Party or Restricted Subsidiary shall receive at least Fair Market Value for the goods or services of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.such transaction;

Affiliate Transactions. Such Borrower will not, and will not permit So long as any shares of Series A Preferred Stock are held by any of the Purchaser and its Material Affiliates, no Related Person shall: (i) owe any amount to any of the Corporation and its Subsidiaries, nor shall any of the Corporation and its Subsidiaries owe any amount to, nor shall any of the Corporation and its Subsidiaries commit to make any loan or extend or guarantee credit to or for the benefit of, any Related Person; (ii) have any direct or indirect ownership interest in, or be an officer, director, employee, consultant or agent of, any Person that has a business relationship with, or enters into any transaction with, any of the Corporation and its Subsidiaries; or (iii) own, directly or indirectly, pay in whole or in part, any funds to real property, leasehold interests or other property, or any permits, the use of which is necessary for the account of, make any investment in, lease, sell, transfer or otherwise dispose conduct of the business of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower the Corporation and its Subsidiaries on the one hand as currently conducted and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable as proposed to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowerbe conducted; provided, however, that the foregoing provisions of this Section 9.18 shall not prohibit apply to (aI) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderthe transactions contemplated hereby and by the other Transaction Documents, (bII) any Qualified Contribution Transaction (as such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate term is defined in the ordinary course of businessSeries A Preferred Articles Supplementary), and (cIII) WPZ or any of its Subsidiaries from engaging in a other transaction or transactions arrangement that occur within a related series of transactionsis approved in writing by the Purchaser (which approval will not be unreasonably conditioned, whichdelayed, in the aggregateor withheld, are provided that such transaction or arrangement is made on terms and conditions that are fair no less favorable to the Corporation and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of than such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms and conditions as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and may be continuing, (e) WPZ or any of its Subsidiaries from engaging attained in a transaction with an Affiliate if such transaction has been approved not involving a Related Person). The provisions of this Section 9.18 are in addition to, and not in lieu of, any other applicable restrictions that may be set forth in the Organizational Documents of the Corporation (including the Charter) and elsewhere in the Transaction Documents (including the Series A Preferred Articles Supplementary) or as may be provided by the General Partner’s Board MGCL or other applicable Laws. The provisions of Directors, (f) any arrangement in place on this Section 9.18 shall terminate upon the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than redemption of the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programSeries A Preferred Stock.

Affiliate Transactions. Such Borrower will not, and will (a) Pledgor shall not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, toenter into, or participate in, or effectbe a party to, any transaction withwith an Affiliate of Pledgor, any officer, director, employee or Affiliate (other than such Borrower Principal or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee partners of Pledgor or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate Principal except in the ordinary course of businessbusiness and on terms which are fully disclosed to Lender in advance and are no less favorable to Pledgor or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party. (b) Except in connection with payments made to Manager pursuant to and in accordance with the Subordination of Management Agreement, (c) WPZ no Loan Party shall pay, or permit the payment of, development fees, management fees, brokerage or leasing fees or commissions or any other compensation of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, any form whatsoever (dexcluding Distributions pursuant to Section 5.1.30 hereof) such Borrower to any Loan Party or any of its Subsidiaries from engaging in non-material transactions with any officerdirect or indirect partner, directormember, employee shareholder or Affiliate thereof, or request disbursement of funds from Lender, Mezzanine A Lender, Mezzanine B Lender, Mezzanine C Lender, Mezzanine D Lender or Mortgage Lender for such Borrower purpose, without the prior written consent of Lender. Any contracts or agreements relating to the Property in any manner between or among any Loan Party and any other Loan Party or their respective direct or indirect partners, members, shareholders or Affiliates, including the Management Agreement and any other agreement specifically related to the Property, the Collateral, the Mezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral or the Mezzanine D Collateral or any of its Subsidiaries that are not Loan Party (collectively, the “Affiliate Agreements”) shall be made on an armsarm’s-length basis and shall be subject to the prior written approval of Lender, such approval not to be unreasonably withheld, conditioned or are not on terms as favorable as could have been obtained from a third party but are in delayed; and the ordinary course parties to each Affiliate Agreement shall acknowledge and agree that such agreement is terminable by Mortgage Borrower or Lender immediately upon notice, without the payment of such Borrower’s any fee, penalty, premium or such Subsidiary’s businessliability for future or accrued liabilities or obligations, so long as, in each case, after giving effect thereto, no Default or if an Event of Default shall have occurred and be continuing. Following an Event of Default, if requested by Lender in writing, Pledgor shall, or shall cause the applicable Loan Party to, terminate any existing Affiliate Agreement specified by Lender within five (e5) WPZ days after delivery of Lender’s request without payment of any penalty, premium, termination fee or any of its Subsidiaries from engaging other amount which might be due and payable under such Affiliate Agreement. If such Affiliate Agreement is not terminated in a transaction accordance with the immediately preceding sentence, Lender shall have the right, and Pledgor hereby irrevocably authorizes Lender and irrevocably appoints Lender as Pledgor’s attorney-in-fact coupled with an interest, at Lender’s sole option, to terminate such Affiliate if Agreement on behalf of and in the name of the applicable Loan Party, and Pledgor hereby releases and waives any claims against Lender arising out of Lender’s exercise of such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programauthority.

Affiliate Transactions. Such Borrower will not(a) For so long as the Oaktree Shareholders are entitled to nominate at least one Director, all transactions involving the Oaktree Shareholders or their Affiliates, on the one hand, and will the Company or its Subsidiaries, on the other hand, shall require Disinterested Director Approval; provided, that Disinterested Director Approval shall not permit be required for (i) pro rata participation in primary offerings of Equity Securities of the Company based on number of outstanding Voting Securities held, (ii) arms-length ordinary course business transactions of not more than $5 million in the aggregate per year with portfolio companies of the Oaktree Shareholders or investment funds or accounts affiliated with the Oaktree Shareholders or (iii) the transactions expressly required or expressly permitted under (A) the Registration Rights Agreement, of even date herewith, among the Company and the shareholders of the Company party thereto, (B) Sections 2.7 or 4.1(b)(i) of this Agreement or (C) Section 8.3 of the Merger Agreement. (b) The Company waives (on behalf of itself and its Subsidiaries) the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to the Company and its Subsidiaries, to the Oaktree Designees, to any of the Oaktree Shareholders or to any of the respective Affiliates of the Oaktree Designees or any of the Oaktree Shareholders. None of the Oaktree Designees, any Oaktree Shareholder or any of their respective Affiliates shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or any of its Material Subsidiaries toor developing or marketing any products or services that compete, directly or indirectly, pay any funds to or for with those of the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower Company or any of its Subsidiaries, (ii) unless as investing or owning any interest publicly or privately in, or developing a whole such transactions between such Borrower and its Subsidiaries on the one hand and business relationship with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, Person engaged in the case same or similar activities or lines of WPZbusiness as, by or otherwise in competition with, the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower Company or any of its Subsidiaries from declaring or paying (iii) doing business with any lawful dividend client or distribution otherwise permitted hereunder, (b) such Borrower customer of the Company or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate (each of the activities referred to in the ordinary course of businessclauses (i), (cii) WPZ and (iii), a “Specified Activity”). The Company (on behalf of itself and its Subsidiaries) renounces any interest or expectancy in, or in being offered an opportunity to participate in, any Specified Activity that may be presented to or become known to any Oaktree Shareholder or any of its Subsidiaries Affiliates. Notwithstanding the foregoing, if and to the extent that from engaging time to time after the date hereof Xx. Xxxxxx Xxxxxx may be considered an Affiliate of any Oaktree Shareholder, the provisions of this Section 5.2(b) shall not apply to Xx. Xxxxxx Xxxxxx, and any provisions governing corporate opportunities set forth in a transaction or transactions that occur within a related series certain Shareholders Agreement, dated as of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZdate hereof, by and among the General Partner, Company and in the case of NWP and TGPL, by such Borrower, Xxxxxx Investors party thereto (dthe “Xxxxxx Shareholders Agreement”) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing Xx. Xxxxxx Xxxxxx and/or any employment or services agreement between the Company and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programXx. Xxxxxx Xxxxxx shall control.

Affiliate Transactions. Such Borrower will not, and will not permit Neither the Company nor any of its Material Subsidiaries to---------------------- direct or indirect subsidiaries shall engage in any transactions with any Affiliates except on terms and conditions that, directly in the reasonable judgment of the Board of Directors of the Company, as evidenced by the unanimous approval of such Board of Directors, are no less favorable to the Company or indirectlyits direct or indirect subsidiaries, pay as the case may be, than the terms and conditions which the Company or such subsidiary, as the case may be, could obtain in a transaction with an unaffiliated person on an arm's length basis; provided, -------- however that so long as at the time of such transaction, there is one member of ------- the Board of Directors of the Company who is not an Affiliate and whose appointment was reasonably acceptable to the Olims and Xxxxxxx (the "Independent Director"), only the approval of a majority of the Board of Directors, including specifically the Independent Director, shall be required; provided, further that -------- ------- any funds salary or other compensation to or for be paid to either of the account ofOlims in any fiscal year in excess of $150,000 shall require the unanimous approval of the Board of Directors of the Company. In addition to such approval, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, if the Company proposes to enter into any transaction withwith either or both of the Olims, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand hand, and any officerXxxxxxx, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section Company shall not prohibit (a) enter into such Borrower transaction except with the affirmative vote of the holders of a majority of the shares of the Company's Common Stock that are held by persons other than the Olims, Xxxxxxx or any of its Subsidiaries from declaring their respective Affiliates. The restrictions contained in this Section 4.7 shall not prohibit: (i) the payment of any dividends, principal, interest or paying other amounts in respect of any lawful dividend of the Securities in accordance with their terms; (ii) the prepayment or distribution otherwise permitted hereunderredemption of any of the Securities in accordance with their terms; (iii) the grant of stock options or similar rights to employees and directors of the Company in the ordinary course of business and pursuant to plans approved by the Board of Directors; provided further that such options or similar rights do not exceed, -------- ------- in the aggregate, fifteen percent (b15%) such Borrower of the outstanding shares of Common Stock at that time and (iv) fees, compensation, expense reimbursements or employee benefit arrangements paid to and indemnity provided for the benefit of directors, officers or employees of the Company or any direct or indirect subsidiary of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate the Company in the ordinary course of business, (c) WPZ or any . The conditions of its Subsidiaries from engaging in this Section 4.7 will terminate upon the occurrence of a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programPublic Offering.

Affiliate Transactions. Such Borrower will (a) The Company shall not, and will shall not permit any of its Material Restricted Subsidiaries to, directly or indirectly, pay enter into or permit to occur any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesAffiliates (an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $10.0 million, unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Company or a resolution of the Audit Committee of the Board of Directors of the Company approved by a majority of the members of the Audit Committee approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The restrictions set forth in Section 4.09(a) hereof shall not apply to: (1) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or a whole such committee thereof; (2) transactions between such Borrower or among the Company and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to provided that such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, otherwise prohibited by this Indenture; (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f3) any arrangement agreement as in place on effect as of the Closing Issue Date or any amendment thereto or replacement thereof or any transaction contemplated thereby (including pursuant to any amendment thereto) or by any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the arrangement so amended original agreement as in effect on the Issue Date as determined in good faith by the Company’s Board of Directors; (4) Restricted Payments or replacedPermitted Investments permitted by this Indenture; (5) transactions effected as part of a Qualified Securitization Transaction; (6) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, directly or through a Subsidiary, Capital Stock in, or controls, such Person; (7) payments or loans to employees or consultants that are approved by a majority of the independent directors of the Company’s Board of Directors or by the Company’s compensation committee; (8) sales of Qualified Capital Stock to Affiliates of the Company; (9) transactions permitted by, and complying with, the provisions of Article 5 hereof; and (g10) any transaction permitted under transactions in which the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ Company or any Restricted Subsidiary, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company or such Restricted Subsidiary or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s length basis from a Person that is not an Affiliate of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programthe Company.

Affiliate Transactions. Such Borrower will (a) The Company shall not, and will shall not permit any of its Material Restricted Subsidiaries to, directly or indirectly, pay enter into or permit to occur any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesAffiliates (an “Affiliate Transaction”) involving aggregate payment or consideration in excess of $15.0 million, unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $40.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Company or a resolution of the Audit Committee of the Board of Directors of the Company approved by a majority of the members of the Audit Committee approving such Affiliate Transaction and set forth in an officers’ certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The restrictions set forth in Section 4.11(a) hereof shall not apply to: (1) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Directors or a whole such committee thereof; (2) transactions between such Borrower or among the Company and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to provided that such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, otherwise prohibited by this Indenture; (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f3) any arrangement agreement as in place on effect as of the Closing Issue Date or any amendment thereto or replacement thereof or any transaction contemplated thereby (including pursuant to any amendment thereto) or by any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the arrangement so amended original agreement as in effect on the Issue Date as determined in good faith by the Company’s Board of Directors; (4) Restricted Payments or replaced; Permitted Investments permitted by this Indenture; (g5) any transaction permitted under transactions effected as part of a Qualified Securitization Transaction; (6) payments or loans to employees or consultants that are approved by the Partnership Agreement; Board of Directors of the Company in good faith; (h7) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; sales of Qualified Capital Stock; (i) any direct 8) the existence of, or indirect transfer of Equity Interests to WPZ the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (8) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of Notes in one any material respect; (9) transactions permitted by, and complying with, the provisions of Article 5 hereof; (10) any issuance of securities or other payments, awards, grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company or a series committee thereof in good faith; (11) investments by the Permitted Holders in securities of the Company or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; and (12) transactions in which the Company or (j) WPZany Restricted Subsidiary, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such Affiliate Transaction is either fair, from a financial standpoint, to the Company or such Restricted Subsidiary or is on terms not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s and its Subsidiaries’ participation in WPZ’s cash management programlength basis from a Person that is not an Affiliate of the Company.

Affiliate Transactions. Such Borrower will (a) HoldingsThe Company shall not, and will shall not permit any of its Material Restricted Subsidiaries to enter into or conduct any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Holdingsthe Company (an “Affiliate Transaction”) involving aggregate value in excess of the greater of $5.2512.0 million and 7.5% of LTM EBITDA unless: (i) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to Holdingsthe Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and (ii) in the event such Affiliate Transaction involves an aggregate value in excess of the greater of $716.0 million and 10.0% of LTM EBITDA, the terms of such transaction have been approved by a majority of the members of the Board of Directors. Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in Section 7.07(a)(ii) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any. (b) Section 7.07(a) shall not apply to: (i) any Restricted Payment or other transaction permitted to be made or undertaken pursuant to Section 7.06 hereof (including Permitted Payments), directly or indirectly, pay any funds to or for the account of, make Permitted Investment; (ii) any investment in, lease, sellissuance, transfer or otherwise dispose sale of any assets(a) Capital Stock, tangible options, other equity-related interests or intangible, toother securities, or participate inother payments, awards or effectgrants in cash, securities or otherwise to any transaction withParent Entity, any officerPermitted Holder or future, current or former employee, director, employee officer, manager, contractor, consultant or Affiliate advisor (other than such Borrower or their respective Controlled Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any of its SubsidiariesParent Entities and (b) unless directors’ qualifying shares and shares issued to foreign nationals as required under applicable law; (iii) any Management Advances and any waiver or transaction with respect thereto; (iv) (a) any transaction between or among Holdingsthe Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a whole result of such transactions transaction), or between or among Restricted Subsidiaries and (b) any merger, amalgamation or consolidation with any Parent Entity, provided that such Borrower Parent Entity shall have no material liabilities and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (no material assets other than cash, Cash Equivalents and the Capital Stock of the Company and such Borrower merger, amalgamation or consolidation is otherwise permitted under this Agreement; (v) the payment of compensation, fees, costs and expenses to, and indemnities (including under insurance policies) and reimbursements, employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for the benefit of, future, current or former employees, directors, officers, managers, contractors, consultants, distributors or advisors (or their respective Controlled Investment Affiliates or Immediate Family Members) of Holdingsthe Company, any Parent Entity or any Restricted Subsidiary (whether directly or indirectly including through any Person owned or controlled by any of such employees, directors, officers, managers, contractors, consultants, distributors or advisors (or their respective Controlled Investment Affiliates or Immediate Family Members)); (vi) the entry into and performance of obligations of Holdingsthe Company or any of its Subsidiaries) Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Closing Date or entered into on or about the Closing Date in connection with the Transactions (provided that any such Affiliate Transaction in a principal amount in excess of $1.0 million is set forth on Schedule 7.07 to the Closing Date Certificate), as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall 7.07 or to the extent not prohibit more disadvantageous to the Lenders in any material respect in the reasonable determination of Holdingsthe Company when taken as a whole as compared to the applicable agreement as in effect on the Closing Date or when entered into in connection with the Transactions, as applicable; (avii) such Borrower any transaction effected as part of a Qualified Securitization Financing or Receivables Facility, any disposition or acquisition of its Subsidiaries from declaring Securitization Assets, Receivables Assets or paying related assets in connection with any lawful dividend Qualified Securitization Financing or distribution otherwise permitted hereunderReceivables Facility; (viii) transactions with customers, (b) such Borrower vendors, clients, joint venture partners, suppliers, contractors, distributors or any purchasers or sellers of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate goods or services, in each case in the ordinary course of businessbusiness or consistent with past practice, which are fair to Holdingsthe Company or the relevant Restricted Subsidiary, in the reasonable determination of Holdingsthe Company, or are on terms, taken as a whole, that are not materially less favorable as might reasonably have been obtained at such time from an unaffiliated party; (cix) WPZ any transaction between or among Holdingsthe Company or any Restricted Subsidiary and any Person (including a joint venture or an Unrestricted Subsidiary) that is an Affiliate of Holdingsthe Company or similar entity solely because Holdingsthe Company or a Restricted Subsidiary or any Affiliate of Holdingsthe Company or a Restricted Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate or similar entity; (x) issuances, sales or transfers of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of Holdingsthe Company, any Parent Entity or any of the Restricted Subsidiaries or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights (and the performance of the related obligations) in connection therewith or any contribution to capital of Holdingsthe Company or any Restricted Subsidiary; (xi) so long as no Specified Default has occurred and is continuing (or would result therefrom), the payment of financial advisory, monitoring, management, consulting, oversight and similar fees (including refinancing, subsequent transaction and termination fees) under any management agreement in an amount not to exceed the greater of $3,500,0008.0 million and 5.0% of LTM EBITDA and expenses and indemnities of the Sponsor and to directors (with no restrictions on the payment of such advisory, monitoring, management, consulting, oversight and similar fees or the payment of such expenses and indemnities); (xii) payment to any Permitted Holder of all out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in Holdingsthe Company and its Subsidiaries; (xiii) the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional fees, costs and expenses) related to the Transactions, including Transaction Expenses; (xiv) transactions in which Holdingsthe Company or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agents a letter from an Independent Financial Advisor stating that such transaction is fair to Holdingsthe Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 7.07(a)(i) hereof; (xv) the existence of, or the performance by Holdingsthe Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders, investor rights or similar agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Closing Date and any similar agreement that it (or any Parent Entity) may enter into thereafter; provided, however, that the existence of, or the performance by Holdingsthe Company or any Restricted Subsidiary (or any Parent Entity) of its obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date will only be permitted under this clause to the extent that the terms of any such amendment or new agreement are not otherwise, when taken as a whole, more disadvantageous to the Lenders in any material respect in the reasonable determination of the Company than those in effect on the Closing Date; (xvi) any purchases by Holdings’the Company’s Affiliates of Indebtedness or Disqualified Stock of Holdingsthe Company or any of the Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not Holdings’the Company’s Affiliates; (xvii) (i) investments by Affiliates in securities or loans of Holdingsthe Company or any of its Restricted Subsidiaries from engaging (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in a transaction connection therewith) so long as the investment is being offered by Holdingsthe Company or transactions that occur within a related series of transactions, which, in such Restricted Subsidiary generally to other non-affiliated third party investors on the aggregate, are on same or more favorable terms and conditions that are fair and reasonable as determined, (ii) payments to Affiliates in the case respect of WPZ, by the General Partner, and in the case securities or loans of NWP and TGPL, by such Borrower, (d) such Borrower Holdingsthe Company or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from engaging Persons other than Holdingsthe Company and its Restricted Subsidiaries, in non-material transactions each case, in accordance with the terms of such securities or loans; (xviii) payments by any officerParent Entity, Holdingsthe Company and its Restricted Subsidiaries pursuant to any tax sharing agreement to the extent permitted by Section 7.06(b)(ix)(B) or Section 7.06(b)(ix)(C); (xix) payments, Indebtedness and Disqualified Stock (and cancellation of any thereof) of Holdingsthe Company and its Restricted Subsidiaries and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, employee officer, manager, contractor, consultant or Affiliate advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of such Borrower Holdingsthe Company, any of its Subsidiaries or any of its Parent Entities pursuant to any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder agreement with any such employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) that are, in each case, approved by Holdingsthe Company in good faith; (xx) any management equity plan, stock option plan, phantom equity plan or any other management, employee benefit or other compensatory plan or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder agreement between Holdingsthe Company or its Restricted Subsidiaries and any distributor, employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) approved by the reasonable determination of Holdingsthe Company or entered into in connection with the Transactions; (xxi) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Capital Stock in any Restricted Subsidiary permitted under Section 7.05 hereof or entered into with any Business Successor, in each case, that are not Holdingsthe Company determines in good faith is either fair to Holdingsthe Company or otherwise on customary terms for such type of arrangements in connection with similar transactions; (xxii) transactions entered into by an arms-Unrestricted Subsidiary with an Affiliate prior to the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary under Section 6.13 and pledges of Capital Stock of Unrestricted Subsidiaries; (xxiii) (i) any lease entered into between Holdingsthe Company or any Restricted Subsidiary, as lessee, and any Affiliate of Holdingsthe Company, as lessor and (ii) any operational services arrangement entered into between Holdingsthe Company or any Restricted Subsidiary and any Affiliate of Holdingsthe Company, in each case, which is approved as being on arm’s length basis terms by the reasonable determination of Holdingsthe Company; (xxiv) any licenses or are not on terms as favorable as could have been obtained from a third party but are sublicenses under any IP Rights or research or development agreements in the ordinary course of such Borrower’s business or such Subsidiary’s businessconsistent with past practice; (xxv) payments to or from, so long asand transactions with, any Subsidiary or any joint venture in each casethe ordinary course of business or consistent with past practice (including any cash management arrangements or activities related thereto); (xxvi) the payment of fees, after giving effect theretocosts and expenses related to registration rights and indemnities provided to equityholders pursuant to equityholders, no Default investor rights, registration rights or Event similar agreements; (xxvii) transactions undertaken in the ordinary course of Default shall have occurred business pursuant to membership in a purchasing consortium; (xxviii) any Permitted Intercompany Activities, Permitted Tax Restructuring, Permitted IPO Reorganization and be continuingIntercompany License Agreements; (xxix) transfer pricing or shared services agreements and intercompany loans in connection therewith; and (xxx) the execution and delivery of the TRA and the consummation of the transactions thereunder to the extent not otherwise prohibited by this Agreement[reserved]. (c) In addition, (e) WPZ if Holdingsthe Company or any of its Restricted Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct purchases or indirect transfer otherwise acquires assets or properties from a Person which is not an Affiliate, the purchase or acquisition by an Affiliate of Equity Interests to WPZ or any Holdingsthe Company of its Subsidiaries an interest in one all or a series portion of transactions the assets or properties acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by Holdingsthe Company or a Restricted Subsidiary to be deemed an Affiliate Transaction) or (jii) WPZ’s and its Subsidiaries’ participation sells or otherwise disposes of assets or other properties to a Person who is not an Affiliate, the sale or other disposition by an Affiliate of Holdingsthe Company of an interest in WPZ’s cash management programall or a portion of the assets or properties sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by Holdingsthe Company or a Restricted Subsidiary to be deemed an Affiliate Transaction).

Affiliate Transactions. Such Borrower will (a) The Parent and the Company shall not, and will shall not permit any of its Material their respective Restricted Subsidiaries to, directly or indirectly, pay enter into any funds to transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Parent or the Company (an “Affiliate Transaction”), leaseunless: (i) the terms of such Affiliate Transaction are set forth in writing and no less favorable to the Parent or such Restricted Subsidiary, sellas the case may be, transfer than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Parent or otherwise dispose such Restricted Subsidiary; (ii) if such Affiliate Transaction involves aggregate payments or value in excess of any assets$2.5 million, tangible the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or intangibleseries of related transactions complies with clause (i) above; and (iii) if such Affiliate Transaction involves aggregate payments or value in excess of $15.0 million, toeither (A) such Affiliate Transaction has been approved by a majority of the Disinterested Directors of the Board of Directors, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPLevent there is only one Disinterested Director, by such Borrower; providedDisinterested Director, or (B) the Company obtains a written opinion from an Independent Financial Advisor to the effect that the foregoing provisions consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of this Section shall not prohibit (a) such Borrower or any of view, to the Parent and its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, Restricted Subsidiaries. (b) such Borrower Notwithstanding the foregoing limitation, the Parent or any Restricted Subsidiary may enter into or suffer to exist the following: (i) any transaction or series of its transactions between the Parent and one or more Restricted Subsidiaries from providing credit support for its or between two or more Restricted Subsidiaries as it deems appropriate in the ordinary course of business; (ii) any Restricted Payment permitted to be made pursuant to Section 4.10 or any Permitted Investment; (iii) the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, (c) WPZ directors and employees of the Parent or any of its Subsidiaries from engaging Restricted Subsidiaries, so long as the Board of Directors in a transaction good faith shall have approved the terms thereof and deemed the services theretofore or transactions that occur within a related series of transactions, which, in the aggregate, are on terms thereafter to be performed for such compensation to be fair consideration therefor; (iv) loans and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in advances to non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are executive employees made in the ordinary course of such Borrower’s business and consistent with the past practices of the Parent or such Restricted Subsidiary’s business, so long asas the case may be; provided that such loans and advances do not exceed $2.0 million in the aggregate at any one time outstanding; (v) agreements in effect on the Issue Date and described in the offering memorandum and any modifications, in each case, after giving effect thereto, extensions or renewals thereto that are no Default or Event of Default shall have occurred and be continuing, (e) WPZ less favorable to the Parent or any Restricted Subsidiary than such agreements as in effect on the Issue Date; (vi) customary indemnification agreements with officers and directors of the Parent or its Subsidiaries from engaging in Restricted Subsidiaries; (vii) transactions with a transaction with Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate if of the Parent solely because the Parent owns, directly or through a Restricted Subsidiary, Capital Stock in or controls such transaction has been approved by the General Partner’s Board of Directors, Person; (fviii) any arrangement in place on the Closing Date payments or other transactions pursuant to any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing agreement between Parent or the Company and general overhead any other Person with which Parent or the Company files a consolidated tax return or with which the Parent or the Company is part of a consolidated group for tax purposes; (ix) the issuance of Capital Stock (other than Disqualified Stock) of the Parent to any Affiliate; and (x) transactions between a Securitization Subsidiary and administrative matters; (i) any direct the Parent or indirect transfer of Equity Interests to WPZ one or any of its more Restricted Subsidiaries in one or connection with a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programPermitted Receivables Financing.

Affiliate Transactions. Such Borrower will notThe Partnership shall conduct, and will shall cause each of its Subsidiaries to conduct, all transactions with its Affiliates (other than Subsidiaries of the Partnership), current or former officers or directors, or any members of their respective immediate families on terms that are fair and reasonable and no less favorable to the Partnership or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person that is not permit an Affiliate, current or former officer or director, or member of their respective immediate families, and in compliance with all applicable laws. The Partners hereby acknowledge and agree that (i) the management services agreement between the Partnership and/or any of its Material Subsidiaries, on the one hand and Affiliates of the CVC Group, LGP Group and the Juggernaut Group, on the other hand, dated as of the Original Effective Date (the “Management Services Agreement”), and (ii) the management agreement between Xxxxxx Eagle Holdings L.P. and certain of its Affiliates, on the one hand, and Affiliates of the Xxxxxx Group, on the other hand, dated as of March 7, 2017, (the “Xxxxxx Management Agreement” and collectively with the Management Services Agreement, the “Management Agreements”), in each case will be terminated as of the closing of the Merger. Notwithstanding anything herein to the contrary, without the prior written consent of the Majority Xxxxxx Xxxxxx, the Partnership shall not (and shall cause each of its Subsidiaries not to) (a) enter into any transaction, directly agreement, contract or indirectlyarrangement with any CVC Holder, pay any funds member of the CVC Group, any LGP Holder or any member of the LGP Group; provided that the foregoing shall not apply to or for restrict (x) issuances of Equity Securities or debt securities with respect to which the account ofPartners have participation rights pursuant to Section 9.7 or the taking or any other action, make any investment in, lease, sell, transfer or otherwise dispose entering into of any assetsother arrangement, tangible in each case that is expressly contemplated by this Agreement or intangible, tothe Registration Rights Agreement, or participate in, or effect, (y) any transaction with, any officer, director, employee or Affiliate (other than such Borrower commercial transactions between the Partnership or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries , on the one hand hand, and any officer, director, employee or Affiliate (other than such Borrower portfolio company of any member of the CVC Group or any member of its Subsidiaries) the LGP Group, on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions business that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not is on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in (b) without limiting the ordinary course generality of such Borrower’s the foregoing, pay any management, transaction, advisory or such Subsidiary’s businesssimilar fees to any CVC Holder, so long asany member of the CVC Group, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ any LGP Holder or any member of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of DirectorsLGP Group, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect other than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct indemnification or indirect transfer of Equity Interests expense reimbursement pursuant to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programthis Agreement.

Affiliate Transactions. Such Borrower will not(a) Except as set forth on Section 5.14 of the Disclosure Schedules, Seller shall cause all Affiliate Transactions to be terminated and will not permit of no further force and effect as of the Second Closing in a manner such that none of Buyer, the Company Entities or any of its Material Subsidiaries totheir respective Affiliates has any Liability or obligation pursuant to such Affiliate Transactions. (b) Seller shall transfer into the Company Entities’ name(s) (as applicable), directly or indirectly, pay any funds to or those Contracts currently held by Seller for the account ofbenefit of one or both of the Company Entities and reasonably necessary to the conduct of the business of the Company Entities as currently conducted (including those applicable Contracts set forth in the Disclosure Schedules). Notwithstanding the foregoing, make nothing in this section nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement by Seller to assign any investment inContract that by its terms or by Law is non-assignable without the consent of a third party or is cancelable by a third party in the event of an assignment (a “Non-Assignable Contract”), leaseunless and until consent from such third party has been obtained. With respect to all Non-Assignable Contracts, sellSeller shall use commercially reasonable efforts to cooperate with Buyer at its request for up to 18 months following the First Closing Date, transfer or otherwise dispose of any assets, tangible or intangible, toas to Smooth Bourbon Non-Assignable Contracts, or participate inthe Second Closing Date, or effectas to Nugget Sparks Non-Assignable Contracts in endeavoring to obtain such consents; provided, any transaction withhowever, any officer, director, employee or Affiliate (other than that such Borrower efforts shall not require Seller or any of its Subsidiaries) unless as a whole Affiliates to incur any expenses or Liabilities, provide any financial accommodation, or remain secondarily or contingently liable for any Liability to obtain any such transactions between such Borrower and its Subsidiaries on the one hand consent and any officer, director, employee or Affiliate (other than such Borrower or failure to obtain any consent by Seller for any reason in and of its Subsidiaries) on itself shall not constitute a breach of this Agreement. To the other hand, are on extent permitted by applicable Law and the terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determinedof the Non-Assignable Contracts, in the case event that consents to the assignment thereof cannot be obtained, such Non-Assignable Contracts shall be held, as of WPZand from the applicable Closing Date, by Seller for the General Partnerbenefit of the applicable Company, and the covenants and obligations thereunder shall be performed by the applicable Company at such Company’s expense and in Seller’s name, and all benefits and obligations existing thereunder shall be for such Company’s account (and Seller shall promptly pay over to such Company (as applicable) all money received by it under such Non-Assignable Contracts in respect of periods after the case of NWP and TGPL, by such Borrowerapplicable Closing Date); provided, that Seller may, after providing reasonable prior written notice to Buyer with reasonable detail, withhold any performance under a Non-Assignable Asset that may otherwise be reasonably requested by Buyer until Buyer or the foregoing provisions applicable Company shall have provided Seller with all funds and other resources necessary for such performance. As of this Section shall not prohibit (a) and from the applicable Closing Date, Seller authorizes the applicable Company, to the extent permitted by applicable Law and the terms of the Non-Assignable Contracts, at such Borrower Company’s expense, to perform all the obligations and receive all the benefits of Seller under the Non-Assignable Contracts applicable to such Company. Buyer agrees to indemnify and hold Seller and its Affiliates, agents, successors and assigns harmless from and against any and all Liabilities and Losses based upon, arising out of or any of its Subsidiaries from declaring relating to the Company Entities’ performance of, or paying any lawful dividend failure to perform, obligations under the Non-Assignable Contracts, to the extent such Liabilities and Losses arose after the First Closing or distribution otherwise permitted hereunderthe Second Closing, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, applicable. (c) WPZ or any Prior to the First Closing, Seller shall acquire unencumbered ownership of its Subsidiaries from engaging all Member’s Interests in Smooth Bourbon held by Xxxxxxx Properties, LLC, a transaction or transactions Nevada limited liability company, such that occur within a related series Seller is able to deliver to Buyer unencumbered title to 50.0% of transactions, which, the Member’s Interests in Smooth Bourbon to Buyer at the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long asFirst Closing, in each case, after giving effect thereto, no Default or Event case pursuant to the terms of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership this Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such Borrower will notExcept as set forth on Schedule 11(i) hereto, and will not no Loan Party shall, nor shall any Loan Party permit any of its Material Subsidiaries to, directly or indirectly, pay (a) purchase, acquire or lease any funds to property from, or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of lease any assets, tangible or intangible, property to, or participate in, or effect, any transaction with, any officer, directoremployee, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officershareholder, director, employee or Affiliate (other than such Borrower agent or any other Affiliate of its Subsidiaries) on the other handany Loan Party, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate except in the ordinary course of business, (c) WPZ or any and pursuant to the reasonable requirement of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms business and conditions that are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm's length transaction with a Person other than an Affiliate or as determinedotherwise expressly permitted herein or (b) make any payments of management, in the case consulting or other fees for management or similar services, or of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with Indebtedness owing to any officer, directoremployee, employee shareholder, director or other Affiliate of such Borrower or any Loan Party, except, (i) payments of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long asreasonable and customary compensation and/or fees, in each case, after giving effect theretoconsistent with past practices, paid to, and indemnity provided on behalf of, directors, officers, managers, consultants or employees of any Loan Party (provided that no Default compensation or fees shall be permitted to be paid to Xxxx X. Xxxxxxxxxx under this clause (i)) , (ii) to the extent expressly permitted by the terms of this Agreement, provided, that, any transaction expressly permitted under this Agreement with any Affiliate which is not an Obligor shall only be upon fair and reasonable terms no less favorable to any Loan Party than it would obtain in a comparable arm's length transaction with a person other than an Affiliate, (iii) fees paid to Affiliates as compensation for services to Xxxxxxxxxx and/or compensation paid to Xxxx X. Xxxxxxxxxx or to Affiliates of Xxxx X. Xxxxxxxxxx for services as a director, officer, consultant, manager or employee of any Loan Party in an aggregate amount not to exceed for any fiscal year (commencing with the fiscal year ending December 31, 2004) the greater of (x) $1,500,000 and (y) 5% of consolidated EBITDA of Xxxxxxxxxx and its Subsidiaries for such year (such fees the "Bonus Fees") together with reasonable costs and expenses incurred by such Affiliates of Xxxxxxxxxx in furnishing such services, in each case, so long as no Event of Default shall have occurred and be continuingcontinuing or would result from the payment thereof therefrom, and (iv) fees payable pursuant to the Management Services Agreement or any similar agreement replacing the Management Services Agreement and/or compensation or fees paid to Xxxx X. Xxxxxxxxxx or to Affiliates of Xxxx X. Xxxxxxxxxx for services as a director, officer, consultant, manager or employee of any Loan Party (which amounts shall be in addition to the amounts permitted to be paid under clause (iii) above); provided that the aggregate fees and/or compensation payable pursuant to this clause (iv) in any calendar year shall not exceed the greater of (a) 1,000,000 and (b) 2.5% of consolidated EBITDA of Xxxxxxxxxx and its Subsidiaries for such year and (v) payments by Subsidiaries of Xxxxxxxxxx to Xxxxxxxxxx pursuant to the tax sharing arrangements between Xxxxxxxxxx, Loan Parties and their Subsidiaries (as in effect on the date hereof); provided, that, (eA) WPZ or such Subsidiary is included in the consolidated federal income tax return filed by Xxxxxxxxxx as to which such Subsidiary are making such payments, (B) the payments in any of its Subsidiaries from engaging in a transaction with an Affiliate year shall not exceed the federal income tax liability that such Subsidiary would have been liable for if such transaction has been approved by the General Partner’s Board of DirectorsSubsidiary had filed its tax returns on a stand-alone basis, (fC) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect payments shall be made by such Subsidiary no earlier than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.five

Affiliate Transactions. Such The Borrower will shall not, and will shall not permit any of its Material Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or for series of transactions (including, but not limited to, the account ofpurchase, make any investment insale, leaselease or exchange of Property, sell, transfer or otherwise dispose the making of any assetsInvestment, tangible the giving of any guaranty, the assumption of any obligation or intangiblethe rendering of any service) with any of their Affiliates (each, toan “Affiliate Transaction”), or participate in, or effect, any transaction with, any officer, director, employee or unless the Affiliate Transaction is on terms that are no less favorable (other than such taken as a whole) to the Borrower or any the relevant Subsidiary than those that could have been obtained in a comparable arm’s length transaction with a Person that is not such an Affiliate or, if in the good faith judgment of its Subsidiaries) unless as a whole the Board of Directors of the Borrower, no comparable transaction is available with which to compare such transactions between Affiliate Transaction, such Borrower and its Subsidiaries on Affiliate Transaction is otherwise fair to the one hand and any officer, director, employee or Affiliate (other than such Borrower or any the relevant Subsidiary from a financial point of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowerview; provided, that however, the foregoing provisions of this Section 6.08 shall not prohibit apply to: (a) such transactions solely among the Loan Parties or solely among Subsidiaries that are not Loan Parties; (b) the performance of employment, equity award, equity option or equity appreciation agreements, plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred compensation plans and retirement or savings plans) entered into by the Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate Subsidiary in the ordinary course of businessits business with its or for the benefit of is employees, officers and directors; (c) WPZ fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Borrower or any of its Subsidiaries from engaging Subsidiary in a transaction or transactions that occur within a related series of transactionstheir capacity as such, which, in to the aggregate, extent such fees and compensation are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, customary; (d) such Restricted Payments permitted hereunder; (e) any issuance of Equity Interests (other than Disqualified Equity Interests) to the Borrower; and any transactions with the Borrower effected pursuant to the terms of the Loan Documents; (f) the CVRR Units Purchase; (g) the Coffeyville Credit Agreement; (h) Affiliate Transactions made by a CVRR Party which are permitted by the CVRR Credit Agreement; and (i) transactions in which the Borrower or any Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an independent accounting, appraisal or investment banking firm of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of national standing stating that such transaction is fair to the Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained such Subsidiary from a third party but are in financial point of view or meets the ordinary course requirements of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event the first paragraph of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programthis Section 6.08.

Affiliate Transactions. Such Borrower will Without the prior written approval of the Non- Consonance Limited Partners holding in the aggregate at least 50% of the Class A Units (excluding, for this purpose, Class A Units held by any of the Consonance Limited Partners or their Affiliates) (such approval, the “Minority LP Approval”), the Partnership shall not, and will shall cause its Subsidiaries not permit to, enter into any of its Material Subsidiaries totransaction or agreement, directly or indirectly, pay any funds to or for between the account ofGeneral Partner, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower the Partnership or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries , on the one hand hand, and any officerof the Consonance Limited Partners or any of their respective Affiliates or Affiliated Funds, directoron the other hand (an “Affiliate Transaction”), employee or amend in any material respect the terms of any definitive documents relating to any Affiliate Transaction (other than such Borrower this Agreement), except: (i) for customary benefits and/or indemnities and/or expense reimbursement to which all Limited Partners are entitled or all senior officers of BPA are entitled, (ii) in connection with the Partnership’s authorization, issuance or sale of any of its Units or any securities containing options or rights to acquire any Equity Securities of the Partnership or its Subsidiaries to any person or entity (except to the extent rights particular to any Consonance Limited Partner or any of its Subsidiaries) on the other hand, their respective Affiliates or Affiliated Funds are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long asthereto), in each case, after giving effect thereto, no Default or Event subject to and in accordance with the provisions of Default shall have occurred and be continuingthis Agreement, (eiii) WPZ any other transaction permitted by the express terms of this Agreement (which shall not be deemed to include general delegations of authority set forth in this Agreement) and subject to and in accordance with the provisions of this Agreement, (iv) customary documents in order to allow the Units of any Consonance Limited Partner, the Ampersand LPs or any of their respective Affiliates or Affiliated Funds to qualify as a “venture capital investment” as described in clause (d)(3)(i) of the U.S. Department of Labor Regulations § 2510.3-101, (v) subject to the requirements in the proviso hereto, any other ordinary course transaction on terms no less favorable in the aggregate to the Partnership or its Subsidiaries than would be obtainable from engaging a comparable third party in a an arms’ length transaction, and (vi) any Related Agreements, as applicable, entered into on or prior to the date hereof; provided that, with respect to any ordinary course transaction with an Affiliate if described in clause (v) hereof, such transaction has been shall not require Minority LP Approval only to the extent that such Affiliate Transaction is approved by the General Partner’s Board Partner acting with the same fiduciary duties and responsibilities to the Limited Partners as a board of Directors, (f) any arrangement directors of a Delaware corporation would have in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted analogous circumstances under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer General Corporation Law of Equity Interests to WPZ or any the State of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programDelaware, as amended.

Affiliate Transactions. Such Borrower will notNo Credit Party shall, and will not nor shall it permit any of its Material Restricted Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or for series of transactions (including, but not limited to, the account ofpurchase, make any investment insale, leaselease or exchange of Property, sell, transfer or otherwise dispose the making of any assetsInvestment, tangible the assumption of any obligation or intangiblethe rendering of any service) with any of their Affiliates which are not Restricted Entities (or if a Credit Party is involved, with any of their Affiliates which are not Credit Parties) unless such transaction or series of transactions is on terms no less favorable to such Restricted Entity (or if applicable, such Credit Party) than those that could be obtained in a comparable arm’s length transaction with a Person that is not such an Affiliate except the restrictions in this Section 6.9 shall not apply to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate : (a) the Restricted Payments permitted under Section 6.8 (other than such Borrower or any of its Subsidiariesclause (f) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, thereof), (b) such Borrower transactions solely by or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, among Credit Parties that are otherwise permitted by Article 6 and transactions solely by or among Non-Credit Parties that are otherwise permitted by Article 6; (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactionsreasonable and customary director, whichofficer and employee compensation (including bonuses), in the aggregateindemnification, are on terms severance and conditions that are fair other benefits (including retirement, health, stock option and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, other benefit plans); (d) such Borrower or any issuances of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in Equity Interests by the ordinary course of such Borrower’s or such Subsidiary’s business, so long asParent to Affiliates, in each case, after giving effect thereto, no Default case which (i) are otherwise permitted (or Event of Default shall have occurred not restricted) by the Credit Documents and be continuing, (ii) do not constitute a Change in Control; and (e) WPZ or any payment of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests out-of-pocket fees and expenses and indemnity to WPZ or any Advent International Corporation and certain of its Subsidiaries in one current and former members of the board of directors (or a series similar governing body), officers, employees, members of transactions management, consultants and independent contractors and (ii) consulting, advisory, monitoring, board of director fees paid to, and third party, out of pocket expenses reimbursed to Xxxx Xxxxx, Xxxxxxx XxXxxxx or other industry executive appointed to the board of directors by the Permitted Holders; provided that the amounts paid under this clause (jii) WPZ’s shall not exceed the lesser of (A) $1,500,000 per fiscal year and its Subsidiaries’ participation in WPZ’s cash management program(B) 2.5% of EBITDA for such fiscal year.

Affiliate Transactions. Such Each Borrower will notshall, and will not permit shall cause each Designated Affiliate to, conduct transactions with any of its Material Subsidiaries to, directly Affiliates on an arm's-length basis or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable basis no less favorable to such Borrower or such Material Subsidiary as determined, Designated Affiliate than would apply in the case of WPZ, a transaction with a non-Affiliate and which are approved by the General Partner, and in the case board of NWP and TGPL, by such Borrower; provided, that the foregoing provisions directors of this Section shall not prohibit (a) such Borrower or any Designated Affiliate, except that this Section 7.1(c) shall not -84- 85 limit, restrict or prohibit (i) the payment of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms reasonable and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate customary regular fees to directors of such Borrower or any of its Subsidiaries that who are not on an arms-length basis employees thereof; (ii) loans and advances to officers, directors and employees of such Borrower or are not on terms as favorable as could have been obtained from a third party but are any of its Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the ordinary course of business of such Borrower’s Borrower or such Subsidiary’s businessSubsidiary not to exceed US$2,000,000 in the aggregate at any time; (iii) any other transaction with any employee, so long as, in each case, after giving effect thereto, no Default officer or Event director of Default shall have occurred and be continuing, (e) WPZ such Borrower or any of its Subsidiaries from engaging pursuant to employee benefit or compensation arrangements entered into in a transaction with an Affiliate if such transaction has been the ordinary course of business and approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date Directors of such Borrower or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replacedSubsidiary; (giv) any transaction permitted under entered into in the Partnership Agreement; (h) ordinary course of business with any corporate sharing agreements Subsidiary of GPI including, without limitation, intercompany charges for administrative services, allocations of overhead, concentrated cash management systems for collections and disbursements, and sales of goods and services in connection with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer the business of Equity Interests to WPZ GPI or any of its Subsidiaries in one the ordinary course of business of such Subsidiary; (v) licenses and other transfers of patents, trademarks, trade names, copyrights, trade secrets, know-how and other intellectual property to or from any Subsidiary of GPI; (vi) the payment or prepayment of the Subordinated Note to the extent not prohibited by the Subordination Agreement; (vii) transactions entered into with Weatxxxxxxx xx any of its Subsidiaries in connection with a series preferred supplier agreement, a transition services agreement, a tax allocation agreement, or other agreements and understandings with Weatxxxxxxx xx such Subsidiary entered into in connection with or in contemplation of transactions the Spinoff and specified in Schedule 6.1(ag); or (jviii) WPZ’s and its Subsidiaries’ participation other transactions with Affiliates that are expressly permitted under other provisions of this Agreement including, without limitation, the making of any Restricted Payment, the making of any loan, advance or transfer to the extent it results in WPZ’s cash management programPermitted Intercompany Debt or the making of any Investment otherwise permitted under other provisions of this Agreement.

Affiliate Transactions. Such Borrower will notNot, and will not nor permit any of its Material Subsidiaries toSubsidiaries, directly or indirectly, to pay any funds (including, without limitation, payments of principal or interest on Indebtedness or Subordinated Debt to any Affiliate) to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of of, any assets, tangible or intangible, grant loans, guarantees, suretyships to, enter into management, consulting, brokerage, advisory or similar agreements or arrangements with, or participate in, in or effect, effect any transaction in connection with any joint enterprise or other joint arrangement with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such the Borrower and its Subsidiaries on Subsidiaries), provided, however, that the one hand and any officer, director, employee or Affiliate foregoing shall not restrict: (other than such Borrower or any of its Subsidiariesa) on the other hand, transactions which are on terms and conditions fair no less favorable to the Borrower and reasonable its Subsidiaries than would apply in comparable arm's-length transactions (A) all such sales or transfers shall be on payment terms that provide for full payment in cash on or before 45 (forty-five) days after the date of such sale or transfer and (B) the aggregate amount owing to the Borrower and its Subsidiaries for all such sales or transfers (net of any amounts owing by the Borrower and its Subsidiaries with respect to sales or transfers of product or similar assets to such Borrower Affiliates of the Borrower) shall not at any time exceed $15,000,000 (Fifteen Million Dollars) (or such Material Subsidiary as determined, the equivalent amount in the case of WPZ, any currency); (b) Restricted Payments made in accordance with SECTION 16.20; (c) transactions by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any Subsidiary with any Affiliate (including, without limitation, loans and advances), to the extent that the aggregate amount of its Subsidiaries from declaring or paying any lawful dividend or distribution such transactions when aggregated with Restricted Payments shall not exceed the limit on payments in the periods specified under SECTION 16.20 and shall otherwise permitted hereunder, be made in accordance with SECTION 16.20; (bd) such the Affiliate License Agreements and transactions by the Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in Subsidiary pursuant to the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, License Agreements; or (e) WPZ or any the issuance and payment of its Subsidiaries from engaging the Mirror Notes in a transaction accordance with an Affiliate if such transaction has been approved by the General Partner’s Board terms of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programMirror Notes.

Affiliate Transactions. Such Borrower will The Credit Parties shall not, and will shall not permit any Subsidiary of its Material Subsidiaries such Credit Party to, make, directly or indirectly, pay (i) any funds transfer, sale, lease or other disposition of any Property to any Affiliate of such Credit Party or any Subsidiary of such Credit Party or any purchase or acquisition of any Property from any such Affiliate; or (ii) any other arrangement or transaction directly or indirectly with or for the account of, make any investment in, lease, sell, transfer or otherwise dispose benefit of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or such Affiliate (other than including without limitation, guaranties and assumptions of obligations of any such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such BorrowerAffiliate); provided, that (A) any Credit Party and their Subsidiaries may enter into any arrangement or other transaction with any such Affiliate if the foregoing provisions monetary or business consideration arising therefrom would be substantially at least as advantageous to such Credit Party or such Subsidiary as the monetary or business consideration which would be obtained in a comparable arm's length transaction with a Person not an Affiliate of this Section shall not prohibit (a) such Borrower Credit Party or any Subsidiary of its such Credit Party; (B) the Credit Parties and their Subsidiaries from declaring or paying may become liable in connection with guaranties of the obligations of any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate Affiliate in the ordinary course of business, (cC) WPZ the Credit Parties and their Subsidiaries may make purchases of receivables of any kind from the Credit Parties and their Subsidiaries on terms that any of them deem acceptable; (D) the Credit Parties may enter into any arrangement or other transaction with any Wholly-Owned Subsidiary of the any Credit Party, and any Wholly-Owned Subsidiary of any Credit Party may enter into any arrangement or other transaction with any Credit Party or any other Wholly-Owned Subsidiary of any Credit Party, in each case under this clause (D) only if such arrangements and other transactions do not involve any Person other than a Credit Party or any Wholly-Owned Subsidiaries of a Credit Party; (E) the Credit Parties may enter into arrangements or other transactions permitted by Section 9.02(D) and (F) any Credit Party and any Subsidiary of a Credit Party may, directly or indirectly, enter into any arrangement or transaction with any Affiliate (including with CenterPoint Energy or its Subsidiaries) (i) that is authorized by order of the Securities and Exchange Commission ("SEC") under the Public Utility Holding Company Act of 1935, as amended; (ii) that is in existence on the Effective Date or is described in Parent's filings with the SEC on the Effective Date; or (iii) on terms not substantially less favorable to the Credit Party or its Subsidiaries than the terms of similar arrangements or transactions that are entered into from time to time among CenterPoint Energy or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries Affiliates that are not on an arms-length basis a Credit Party or its Subsidiaries. Notwithstanding anything to the contrary contained in this Section 9.05 no Credit Party may make any loan, investment, advance or any extension of credit to CenterPoint Energy or its Affiliates that are not on terms as favorable as could have been obtained from a third party but are in the ordinary course Credit Parties or their Subsidiaries, provided, however, that (i) at any time any Loan or Letter of such Borrower’s or such Subsidiary’s business, Credit is outstanding hereunder and so long as, in each case, after giving effect thereto, as no Default or Event of Default shall have occurred is in existence or would result therefrom, the Credit Parties may make intercompany loans under and be continuingpursuant to the Money Pool, in each case up to an aggregate principal amount of $100,000,000 (edetermined without giving effect to any write-downs or write-offs thereof) WPZ outstanding at any time and (ii) at any time no Loan or any Letter of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby Credit is outstanding hereunder and so long as such amendment no Default or replacement Event of Default is not more disadvantageous in existence or would result therefrom, the Credit Parties may make intercompany loans under and pursuant to the Money Pool in excess of $100,000,000 (determined without giving effect to any material respect than the arrangement so amended write-downs or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programwrite-offs thereof).

Affiliate Transactions. Such The Borrower will shall not, and will shall not cause or permit any of its Material Subsidiaries Restricted Subsidiary to, directly enter into or indirectlypermit to exist any transaction or series of transactions (including the purchase, pay sale, lease or exchange of any funds to property, employee compensation arrangements or the rendering of any service) with, or for the account benefit of, make any investment inAffiliate of the Borrower (an “Affiliate Transaction”) unless the terms thereof, leasetaken as a whole, sellare not materially less favorable to the Borrower or such Restricted Subsidiary than those that could reasonably be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate or, transfer if in the good faith judgment of the Board of Directors of the Borrower, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Borrower or the relevant Restricted Subsidiary from a financial point of view. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of foregoing paragraph: (a) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto; (b) any sale of Hydrocarbons or other mineral products to an Affiliate of the Borrower or the entering into or performance of Hydrocarbon Swap Agreements, contracts for exploring for, producing, gathering, marketing, processing, storing or otherwise dispose of any assets, tangible or intangible, tohandling Hydrocarbons, or participate inactivities or services reasonably related or ancillary thereto, or effectother operational contracts entered into in the ordinary course of business which are fair to the Borrower and the Restricted Subsidiaries taken as a whole, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, as determined in good faith by the Borrower; (c) the sale or issuance to an Affiliate of the Borrower of Capital Stock of the Borrower that does not constitute Disqualified Stock, and the sale to an Affiliate of the Borrower of Indebtedness (including Disqualified Stock) of the Borrower in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction; (d) transactions between the Borrower or any transaction with, any officer, director, employee or Restricted Subsidiary with a Person that is an Affiliate of the Borrower (other than an Unrestricted Subsidiary of the Borrower) solely because of the ownership by the Borrower or any Restricted Subsidiary of Equity Interests in such Person (including the transaction pursuant to which the Borrower or any Restricted Subsidiary acquired such Equity Interests); (e) transactions between the Borrower or any Restricted Subsidiary and any Person, a director of which is also a director of the Borrower and such director is the sole cause for such Person to be deemed an Affiliate of the Borrower or such Restricted Subsidiary; provided that such director shall abstain from voting as a director of the Borrower on any matter involving such other Person; (f) the payment of reasonable fees to and reimbursements of expenses (including travel and entertainment expenses and similar expenditures in the ordinary course of business) of employees, officers, directors or consultants of the Borrower or any of its Subsidiaries; (g) unless transactions between or among the Borrower and the Restricted Subsidiaries; (h) payments that are permitted under Section 8.2.5 [Restricted Payments]; (i) sales, contributions, conveyances and other transfers of Receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary or any other similar transactions in connection with any Indebtedness permitted by Section 8.2.1(j) [Indebtedness]; (j) transactions effected, and payments made, in accordance with the terms of (i) any agreement to which the Borrower or any Restricted Subsidiary is a party as of the Closing Date and described on Schedule 8.2.8, (ii) any other agreement entered into prior to the consummation of the Spin-Off by and among the Borrower and the Restricted Subsidiaries, on the one hand, and GasCo and its Subsidiaries (other than the Borrower and its Subsidiaries), on the other hand, that are immaterial to the Loan Parties taken as a whole such transactions between such or (iii) any other agreement entered into prior to the consummation of the Spin-Off by and among the Borrower and its Subsidiaries the Restricted Subsidiaries, on the one hand hand, and CNXC and its Subsidiaries, on the other hand, that are immaterial to the Loan Parties taken as a whole, and, in each case under this clause (j), and any officeramendments, directormodifications, employee supplements, extensions, renewals or Affiliate replacements thereof so long as such amendments, modifications, supplements, extensions, renewals or replacements do not materially and adversely affect the rights, taken as a whole, of the Lenders as compared to the terms of such agreement in effect on the Closing Date; (k) any transaction in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agents a letter from an accounting, appraisal or investment banking firm of national standing (or otherwise reasonably acceptable to the Administrative Agents) stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of the preceding paragraph; (l) loans or advances to employees, officers or directors in the ordinary course of business and approved by the Borrower’s Board of Directors in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time; (m) Permitted Undivided Interest Sales; (n) pledges by the Borrower or any Restricted Subsidiary of (or any Guaranty by the Borrower or any Restricted Subsidiary limited in recourse solely to) Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other than such creditors of the Borrower’s Unrestricted Subsidiaries; (o) the sale, contribution, conveyance or other transfer, or granting of a security interest in Qualified Receivables Assets by CNXC or any of its Subsidiaries to the Borrower or one of its Restricted Subsidiaries in connection with a Qualified Receivables Transaction on terms that are customary for asset securitization of factoring transactions involving Receivables; provided, that (i) with respect to any Qualified Receivables Asset so purchased, the purchase price paid by the Borrower or any of its Subsidiaries) on Restricted Subsidiaries shall not be greater than the other hand, are on terms and conditions fair and reasonable sale price to such Borrower or such Material Subsidiary as determined, in the case of WPZ, be received by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Restricted Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderthe Receivables Subsidiary for such Qualified Receivables Asset in the related Qualified Receivables Transaction (it being understood that (x) the composition of such purchase price in terms of cash and non-cash consideration may differ from the composition of such sales price, (by) the amount of the sale price paid under a subordinated note issued by a Receivables Subsidiary shall be equal to the increase in the principal balance of such subordinated note on account of the related Qualified Receivables Assets and (z) the “sale price” for any Qualified Receivables Assets that are contributed by the Borrower or a Restricted Subsidiary to a Receivables Subsidiary shall be equal to the increase in the value of the Equity Interests of the Receivables Subsidiary on account of the related contribution, as determined by the Borrower or such Restricted Subsidiary in good faith) and (ii) any cash purchase price payable for Qualified Receivables Assets shall be paid net of any payments owing by CNXC and its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Operating Agreement; and (hp) any corporate sharing agreements with respect to tax sharing the consummation of the Transactions and general overhead the payment of fees and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries expenses in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programconnection therewith.

Affiliate Transactions. Such Borrower will So long as the original Purchasers ---------------------- (including any of their Affiliates) beneficially own 50% or more of the shares of Common Stock originally issuable to such Purchasers under the Warrants on an as converted basis (after giving effect to any adjustments made pursuant to the terms thereof), the Issuer shall not, and will shall not permit any of its Material the Restricted Subsidiaries to, directly without the prior written consent of the holders of a majority of the Warrants and Warrant Shares, (A) issue any Capital Stock at a price that is less than the Current Market Price (as defined in the Warrants) of such Capital Stock (other than pursuant to the exercise of stock options issued to employees, officers or indirectlydirectors as of the date hereof or as hereafter approved by a majority of the Board of Directors, pay any funds to or for the account of, including a majority of Disinterested Directors) and (B) make any investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effectenter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any transaction with, any officer, director, employee or Affiliate (other than each of the foregoing, an "Affiliate Transaction"), unless: --------------------- (i) such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are Transaction is on terms and conditions fair and reasonable that are not materially less favorable to such Borrower the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Material Restricted Subsidiary as determinedwith an unrelated Person entered into on an arm's-length basis; and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration of $1.0 million or more, the Issuer delivers to the Purchasers a resolution of the Board of Directors set forth in an Officers' Certificate that such Affiliate Transaction is approved by a majority of the Disinterested Directors and certifying that such Affiliate Transaction complies with clause (i) above and is in the case best interests of WPZthe Issuer or such Restricted Subsidiary; provided that if there are either no Disinterested Directors or the -------- Affiliate Transaction is occurring prior to a Liquidity Event and the consideration therefor would equal $5.0 million or more, by the General PartnerIssuer must deliver a favorable written opinion from an Independent Financial Advisor as to the fairness to the Issuer or its Restricted Subsidiaries of such Affiliate Transaction from a financial point of view. Notwithstanding the foregoing, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section following items shall not prohibit be deemed to be Affiliate Transactions: (a) such Borrower the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan or program, related trust agreement or any of its Subsidiaries from declaring other similar arrangement for or paying with any lawful dividend employee, officer or distribution otherwise permitted hereunder, (b) such Borrower director heretofore or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, retirement, savings or other similar plans or (cb) WPZ the payment of compensation, performance of indemnification or any contribution obligations, or an issuance, grant or award of its Subsidiaries from engaging in a transaction stock, options, or transactions that occur within a other equity-related series of transactionsinterests or other securities, whichto employees, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower officers or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are directors in the ordinary course of business; (ii) transactions between or among the Issuer and/or the Restricted Subsidiaries; (iii) payment of reasonable director's fees; (iv) Affiliate Transactions in effect or approved by the Board of Directors on the Closing Time and set forth on Schedule 8.06 to the ------------- Purchase Agreement, including any amendments thereto (provided that the -------- terms of such Borrower’s amendments are not materially less favorable to the Issuer or the Restricted Subsidiary than the terms of such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred agreement prior to such amendment); and (v) Restricted Payments that are permitted under Section 8.02 to the Purchase Agreement and be continuingPermitted Investments described under clause (d), (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; and (g) any transaction permitted under of the Partnership Agreement; definition thereof; (hvi) any corporate sharing agreements transactions with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s Ascend Communications, Inc. and its Subsidiaries’ participation Affiliates in WPZ’s cash management programthe ordinary course of business on terms no less favorable, taken as a whole, than could be obtained on an arm's length basis; and (vii) customary investment and commercial banking services from The Chase Manhattan Bank and its Affiliates.

Affiliate Transactions. Such Borrower will not(a) Sell or transfer any Property to, and will not permit or purchase or acquire any Property from, or otherwise engage in any other transaction (or series of related transactions) with, any of its Material Subsidiaries toAffiliates, directly or indirectlyunless such transaction is (or, pay any funds if a series of related transactions, such transactions, taken as a whole, are) upon terms that are no less favorable (after taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Restricted Subsidiaries) unless to Borrower or such Restricted Subsidiary, as applicable, than would be obtained in a whole such transactions between such comparable arm’s-length transaction with a Person that is not an Affiliate; provided, that this clause (a) shall not apply to the indemnification of directors (or persons holding similar positions for non-corporate entities) of Borrower and its Restricted Subsidiaries on in accordance with customary practice. (b) The foregoing paragraph (a) shall not prohibit, to the one hand extent otherwise permitted under this Agreement: (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options, stock ownership plans, including restricted stock plans, stock grants, directed share programs and other equity based plans customarily maintained by similar companies and the granting and 132 performance of registration rights approved by the board of directors of any officerRestricted Subsidiary, directoras applicable, employee (ii) transactions among Borrower and the other Obligors and transactions among the Restricted Subsidiaries that are not Subsidiary Guarantors otherwise permitted by this Agreement, (iii) any indemnification agreement or Affiliate (other than such any similar arrangement entered into with directors, officers, consultants and employees of Borrower or any of its Subsidiaries) Affiliates in the ordinary course of business and the payment of fees and indemnities to directors, officers, consultants and employees of Borrower and its Restricted Subsidiaries in the ordinary course of business and, to the extent such fees and indemnities are directly attributable to services rendered on the other hand, are on terms and conditions fair and reasonable to such behalf of Borrower or such Material the Subsidiary as determinedGuarantors, in the case any employee of WPZParent, by Holdings, the General Partner, the MLP Entity, Summit Operating or any other Affiliate of Parent, (iv) transactions pursuant to permitted agreements in existence on the Closing Date and in set forth on Schedule 10.2.9 or any amendment thereto to the case of NWP and TGPLextent such amendment would not have a Material Adverse Effect, (v) any employment agreement or employee benefit plan entered into by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring Affiliates in the ordinary course of business or paying any lawful dividend or distribution consistent with past practice and payments pursuant thereto, (vi) transactions otherwise permitted hereunderunder Section 10.2.4 and Investments permitted by Section 10.2.5, (bvii) any purchase by the MLP Entity of Equity Interests of Borrower, so long as Section 10.1.9 is complied with in respect of such Equity Interests, (viii) payments by Borrower or any of its Restricted Subsidiaries from providing credit support to Parent, Holdings, the General Partner, the MLP Entity, Summit Operating or any other Affiliate of Parent made for its Subsidiaries any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the General Partner or the board of directors of any Restricted Subsidiary, as it deems appropriate applicable, in good faith, (ix) transactions with any Affiliate for the purchase or sale of goods, products, parts and services entered into in the ordinary course of businessbusiness in a manner consistent with past practice, any transaction in respect of which Borrower delivers to the Agent (for delivery to the Lenders) a letter addressed to Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is (A) in the good faith determination of Borrower qualified to render such letter and (B) reasonably satisfactory to the Agent, which letter states that such transaction is on terms that are no less favorable to Borrower or Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate, (cx) WPZ or any if such transaction is with a Person in its capacity as a holder (A) of its Subsidiaries from engaging in a transaction or transactions that occur within a related series Debt of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any Restricted Subsidiary of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate Borrower where such Person is treated no more favorably than the other holders of such Debt of Borrower or any of its Subsidiaries that are not on an arms-length basis such Restricted Subsidiary or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (eB) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ of Borrower or any Restricted Subsidiary of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.Borrower where such Person is treated

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiary) unless as a whole any and all such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its SubsidiariesSubsidiary) on the other hand, are shall be on an arms-length basis and on terms and conditions fair and reasonable no less favorable to such the Borrower or such Material Subsidiary as determinedthan could have been obtained from a third party who was not an officer, in director, employee or Affiliate (other than the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such BorrowerBorrower or any Subsidiary); provided, that the foregoing provisions of this Section shall not prohibit (a) such prohibit the Borrower or any of its Subsidiaries Subsidiary from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such prohibit the Borrower or any of its Subsidiaries Subsidiary from providing credit support for its Subsidiaries (other than Project Finance Subsidiaries) as it deems appropriate in the ordinary course of business, (c) WPZ prohibit the Borrower or any of its Subsidiaries Subsidiary from engaging in a transaction or transactions that occur are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party, provided that such transaction or transactions occurs within a related series of transactions, which, in the aggregate, are on an arms-length basis and are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowerfavorable as could have been obtained from a third party, (d) such prohibit the Borrower or any of its Subsidiaries Subsidiary from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries Subsidiary that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ prohibit the Borrower or any Subsidiary from entering into any of the Acquisition Documents or the agreements to be entered into in connection with the IPO as described in the Registration Statement and/or in the forms provided to the Administrative Agent and Lenders on or prior to the date hereof, provided, any right of first refusal with respect to the purchase of any assets of the Borrower or any Subsidiary (other than a Project Finance Subsidiary) granted to any Affiliate shall by its Subsidiaries terms automatically terminate upon the occurrence of an Event of Default as described in Section 7(g), (h) or (i), or (f) prohibit the Borrower or any Subsidiary from engaging in a transaction with an Affiliate if such transaction has been approved by a majority of the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programindependent directors.

Affiliate Transactions. Such The Borrower will notshall not enter into or be a party to, and will not or permit any of its Material Restricted Subsidiaries to enter into or be a party to, directly any agreement or indirectly, pay transaction with any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower a Restricted Subsidiary or any of its Subsidiaries) unless as in a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise transaction constituting an Investment permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate except in the ordinary course of business, (c) WPZ and pursuant to the reasonable requirements of the Borrower's or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms such Restricted Subsidiary's business and conditions that are upon fair and reasonable as determinedterms that, except in connection with the purchase and sale of Inventory and transactions with the Finance Companies, are approved by the Borrower's or such Restricted Subsidiary's Board of Directors, no less favorable to the Borrower or such Restricted Subsidiary than it would obtain in a comparable arm's-length transaction with a Person not an Affiliate, and on terms consistent with the business relationship of the Borrower or such Restricted AGCO Bridge Loan Agreement Subsidiary and such Affiliate prior to the Closing Date, if any. Nothing contained in this Agreement shall prohibit (x) increases in compensation and benefits for officers and employees of the Borrower which are customary in the case industry or consistent with the past business practice of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, or payment of customary directors' fees and indemnities or (dy) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are entered into in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction business with an Affiliate that is a Finance Company provided that such transactions are on fair and reasonable terms no less favorable to the Borrower or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction has been approved by is pursuant to a written agreement, at the General Partner’s Board time of Directorsthe execution of the agreement providing therefor, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any a comparable arm's-length transaction contemplated thereby so long as such amendment or replacement with a Person that is not more disadvantageous in any material respect than the arrangement so amended such a holder or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programan Affiliate.

Affiliate Transactions. Such Borrower will notExcept as contemplated by those Contracts listed on Schedule 4.20 (the "Intercompany Agreements"), and will except for arrangements between F Co and F Co Subsidiaries which do not permit involve payments by any party of more than $150,000 annually in the aggregate and which do not restrict the ability of F Co and F Co Subsidiaries to engage in any line of business in any geographic area, no stockholder, officer, or director of F Co or any of its Material F Co Subsidiaries, or to F Co's knowledge, any member of his or her immediate family, or any person controlled by any of the foregoing persons (collectively, "F Co Related Persons") (i) owes any amount to F Co or any of F Co Subsidiaries tonor do F Co or any of F Co Subsidiaries owe any amount (other than employment compensation or benefits), or has it committed to make any loan or extend or guarantee credit to or for the benefit of, any F Co Related Person, (ii) has made any claim or cause of action or any action, suit, or proceeding whatsoever against F Co or any of F Co Subsidiaries, (iii) to F Co's knowledge, (other than through stock ownership in a public company) has any direct or indirect ownership interest in, or is an officer, director, employee, consultant, or agent of, any person that has a business relationship with F Co (or any of F Co Subsidiaries) or that competes with F Co or any of F Co Subsidiaries, or (iv) owns, directly or indirectly, pay in whole or in part, any funds to real property, leasehold interests, or other property or any F Co Permits, the use of which is necessary for the account of, make any investment in, lease, sell, transfer conduct of the business of F Co or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its F Co Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms currently conducted and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect theretoproposed to be conducted. To F Co's knowledge, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction F Co Related Person has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests (other than through stock ownership in a public company) interest in any Contract to WPZ which F Co or any of its F Co Subsidiaries in one is a party or a series of transactions by which it is bound. Those Intercompany Agreements identified as items 5-22 on Schedule 4.20 contain terms and conditions under which the material costs and fees to or (j) WPZ’s from F Co and its Subsidiaries’ participation in WPZ’s cash management programthe F Co Subsidiaries for the services and rights thereunder are at the fair market value thereof that would be obtainable from an unaffiliated third party.

Affiliate Transactions. Such The Borrower will not, and will not permit enter ---------------------- into any of its Material Subsidiaries to, directly transaction with or indirectly, pay any funds to or for the account of, make any investment inpayment to any Affiliates of the Borrower, leaseother than the Management Investment, sellthe Administrative Services Contract, transfer the Investor Agreement between Group and the Borrower or otherwise dispose Permitted Intercompany Debt or any payments made in accordance therewith or dividends on shares of capital stock to the extent not prohibited hereby. Notwithstanding the foregoing, the Borrower or any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate Subsidiary may enter into transactions with Affiliates (other than such purchases or sales of real property, loan transactions or transactions for services provided pursuant to the Property Management Contract) which involve (i) underwriting or placement agent agreements as to which no amounts are payable by the Borrower other than expenses payable to third parties or indemnity obligations, in each case not less favorable to the Borrower or any Subsidiary than those which are generally available in the market, (ii) stock purchase, option or warrant agreements in which the Borrower is selling or agreeing to sell Equity Interests thereunder, (iii) collective insurance agreements, (iv) the Homestead Investment or (v) any other contract as to which the Borrower gives the Agent 30 days prior notice of its Subsidiaries) unless as a whole the terms thereof and, in the reasonable judgment of the Required Banks, such transactions between such Borrower and its Subsidiaries on terms are not less favorable to the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesSubsidiary than those which are generally available in the market. In addition, notwithstanding the foregoing, the Borrower may enter into (i) temporary or bridge loan transactions with Group or any wholly-owned subsidiary thereof, which loans shall be unsecured and subordinate (on the other hand, are on same terms and conditions fair as set forth in clauses (A) and reasonable (B) of the definition of "Permitted Intercompany Debt") to such Borrower any and all Loans made by any Bank and terminable upon thirty (30) days' notice and (ii) any and all transactions with or such Material Subsidiary as determined, in the case of WPZ, by the General Partnerthrough Atlantic Development Services Incorporated which are permitted by, and in accordance with the case of NWP terms of, this Agreement. No such transaction with or through Atlantic Development Services Incorporated ("ADS") shall be permitted, --- unless (i) all loans or advances to ADS are secured by first priority liens and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit security interests (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate subject only to prior liens and security interests securing performance guaranties granted in the ordinary course of ADS' business) in real properties developed or acquired by ADS, (cii) WPZ or any the Borrower shall, at all times, beneficially own at least ninety percent (90%) of its Subsidiaries from engaging the economic interests in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General PartnerADS, and in (iii) the case financial condition and results of NWP and TGPL, by such Borrower, (d) such operation of ADS shall be consolidated with those of the Borrower or any for purposes of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programfinancial statements.

Affiliate Transactions. Such Borrower will notThe Company may, and will not its Subsidiaries may and the Company may cause or permit any of its Material Subsidiaries to, directly enter into transactions with the Plan Sponsor, Affiliates of the Plan Sponsor, Related Funds of the Plan Sponsor and any other Person holding (together with its Affiliates and Related Funds) 10% of more of the Common Stock or indirectly, pay any funds to other class of Equity Securities or for the account of, make any investment in, lease, sell, transfer or otherwise dispose an Affiliate of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are Person on terms and conditions that are fair at least as favorable to the Company and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not as could be obtained on an arms-length basis basis; provided that any such transaction involving aggregate consideration to or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s Company or such Subsidiary’s business, so long as, Subsidiary in each case, after giving effect thereto, no Default or Event excess of Default shall have occurred and $15,000,000 must be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by a majority of the General Partner’s Board of Directors, (f) any arrangement in place Directors on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements Board that are disinterested with respect to tax sharing such transaction and general overhead Person and, if so requested by a majority of such members of the Board, the Board shall have received an opinion from an independent financial advisor that the terms and administrative mattersconditions of such transaction are at least as favorable to the Company and its Subsidiaries as could be obtained on an arms-length basis; provided, however, that the foregoing will not (ia) except to the extent contemplated by clause (c) of the definition of Permitted Issuance, apply to any direct transactions that are effected in accordance with Section 4 or indirect transfer (b) otherwise limit the Company’s compliance with the terms of Equity Interests Sections 1.1, 1.4,1.5, 3.2 and 5. For purposes of any transaction governed by this Section 1.7, (y) a Director shall not be considered “disinterested” with respect to WPZ such transaction if such Director has a material relationship with the Person party to such transaction or its Affiliates or Related Funds, as applicable (as determined in accordance with the director independence tests established pursuant to Regulation 303A.02(b) of the NYSE Listed Company Manual for companies listed on the New York Stock Exchange considering such Person or its Affiliates or Related Funds, as applicable, as the “listed company” and without regard to the affirmative approval of such independence by the other members of the applicable board); provided that the service of any such Director on the board of one other entity where the Plan Sponsor or its Affiliates or Related Funds or such other Person or an Affiliate of any such Persons, as applicable, has a controlling investment or the right to appoint such individual to the board of such entity will not, in and of itself, constitute a material relationship; provided further that the Chief Executive Officer shall not be deemed to have a material relationship with the Plan Sponsor or its Affiliates or Related Funds or any such other Person by virtue of its Subsidiaries in one his/her position on the Board or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management programemployment with the Company.

Affiliate Transactions. Such Borrower will Each of the Borrowers shall not, and will shall not permit any of its Material Subsidiaries to, directly enter into or indirectly, pay carry out any funds transaction (including purchasing property or services from or selling property or services to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose Affiliate of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate Borrower (other than another Borrower) or other Person) unless such Borrower transaction (i) is not otherwise prohibited by this Agreement, (ii) is entered into in the ordinary course of business upon fair and reasonable arm's-length terms and conditions which are fully disclosed to the Administrative Agent and (iii) is in accordance with all applicable Law. Subsidiaries, Partnerships and Joint Ventures. Each of the Borrowers shall s not, and shall not permit any of its Subsidiaries to, become or agree to become a general or limited partner, joint venturer or member in any partnership, joint venture or limited liability company, as the case may be, provided that the Company or any of its SubsidiariesWholly-owned Subsidiaries may own or create (A) unless any Wholly-owned Subsidiary, (B) any Unrestricted Subsidiary, (C) any Restricted Subsidiary so long as a whole such transactions between such Borrower (1) the aggregate of all Purchases by the Company and its Subsidiaries on the one hand and any officer, director, employee of or Affiliate (other than such Borrower Investments in or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower Restricted Subsidiary is otherwise permitted by this Agreement, and (2) no such Restricted Subsidiary shall have Indebtedness which is recourse to or such Material Subsidiary as determined, in the case of WPZ, guaranteed by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower Company or any of its Subsidiaries from declaring or paying any lawful dividend or distribution except as otherwise permitted hereunderby this Agreement and (D) any Joint Venture so long as (1) the aggregate of all Purchases by the Company and its Subsidiaries of or Investments by the Company and its Subsidiaries in or to any such Joint Ventures is otherwise permitted by this Agreement, and (b2) no such Borrower Joint Venture shall have Indebtedness which is recourse to or guaranteed by the Company or any of its Subsidiaries from providing credit support for its Subsidiaries except as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, otherwise permitted by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership this Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such Enter into, or be a party to, or permit any Subsidiary of Borrower will notto enter into or be a party to, any transaction with any Affiliate of Borrower or any stockholder of Borrower including, without limitation, transferring any property to, assuming any Indebtedness of or paying any management fee or other amount to any Affiliate or any stockholder of Borrower, except in the ordinary course of and will pursuant to the reasonable requirements of Borrower's or such Subsidiary's business and upon fair and reasonable terms which are fully disclosed to Lender and are no less favorable to Borrower than would obtain in a comparable arm's length transaction with a Person not an Affiliate or stockholder of Borrower or such Subsidiary. Limitation on Liens. Create or suffer to exist, or permit any Subsidiary of Borrower to create or suffer to exist, any Lien upon any of its Material Subsidiaries toProperty, directly income or indirectlyprofits, pay whether now owned or hereafter acquired, except: Liens at any funds time granted in favor of Lender; Liens for taxes (excluding any Lien imposed pursuant to any of the provisions of ERISA) not yet due, or for being contested in the account ofmanner described in subsection 7.1.14 hereto, make any investment inbut only if in Lender's judgment such Lien does not adversely affect Lender's rights or the priority of Lender's Lien in the Collateral; Liens arising in the ordinary course of Borrower's business by operation of law or regulation, lease, sell, transfer or otherwise dispose but only if payment in respect of any assetssuch Lien is not at the time required and such Liens do not, tangible in the aggregate, materially detract from the value of the Property of Borrower or intangiblematerially impair the use thereof in the operation of Borrower's business; Purchase Money Liens securing Permitted Purchase Money Indebtedness; Liens securing Indebtedness of one of Borrower's Subsidiaries to Borrower or another such Subsidiary; easements, torights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses and restrictions on the use of real Property or participate in, other imperfections in title thereto that are not material in amount and do not materially detract from the value or effect, any transaction with, any officer, director, employee use of such real Property or Affiliate (other than such interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries) unless ; such other Liens as a whole appear on Exhibit O hereto; and such transactions between such other Liens as Lender may hereafter approve in writing. Subordinated Debt. Make, or permit any Subsidiary of Borrower and its Subsidiaries on to make, any payment of any part or all of any Subordinated Debt or take any other action or omit to take any other action in respect of any Subordinated Debt, except in accordance with the one hand and any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect Subordination Agreement relative thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries Subsidiary to, directly or indirectly, pay enter into any funds to transaction (including the purchase or for the account ofsale of any Property or service) with, or make any investment in, lease, sell, payment or transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such transactions between such (i) the Borrower and its Subsidiaries on the one hand any Non-Excluded Subsidiary, (ii) any Non-Excluded Subsidiary and another Non-Excluded Subsidiary or (iii) any officer, director, employee or Affiliate (other than such Borrower or any of its SubsidiariesExcluded Subsidiary and another Excluded Subsidiary) on the other hand, are on terms and conditions except upon fair and reasonable terms no less favorable to such the Borrower or such Material Subsidiary (all terms of a particular transaction taken as determined, a whole) than the Borrower or such Subsidiary could obtain in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such Borrowera comparable arm’s length transaction; provided, that the foregoing provisions of this Section shall not prohibit (a) such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunderRestricted Payment, (b) such the provision by the Borrower or any such Material Subsidiary of credit support to its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course form of businessa performance guaranty or similar undertaking (but excluding any guaranty of, joint and several obligations for, or assumption of, Indebtedness or payment obligations), (c) WPZ the provision of letters of credit, guaranties, sureties and similar forms of credit support in respect of performance obligations of an Affiliate (but excluding any such support for Indebtedness or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are payment obligations) on terms and conditions that are the Borrower or such Material Subsidiary, as applicable, believes in good faith to be fair and reasonable to the Borrower or such Material Subsidiary as determinedapplicable, in provided, however, that to the case extent the amount of WPZthe obligations of such Affiliate supported thereby exceeds $10,000,000, the provision of such letter of credit, guaranty, surety or similar form of credit support shall be approved by the board of directors or similar governing body of the General Partner, Partner and in the case of NWP and TGPL, determined by such Borrowerboard of directors or similar governing body to be fair and reasonable to the Borrower or such Material Subsidiary, as applicable, (d) such Borrower customary arrangements among Affiliates relating to the administrative or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in management services authorized by the ordinary course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default organizational documents or Event board of Default shall have occurred and be continuingdirectors or other governing body (or committee thereof), (e) WPZ or any of equity investments by the Borrower and its Subsidiaries from engaging made after the Closing Date in a transaction with any such Affiliates in an Affiliate if such transaction has been approved by amount not to exceed $250,000,000, in the General Partner’s Board aggregate, at any one time (after giving effect to all returns of Directorscapital), (f) any arrangement in place on transaction subject to the Closing Date jurisdiction, approval, consent or oversight of any amendment thereto regulatory body or replacement thereof compliance with any applicable regulation, rule or guideline of any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; regulatory body, (g) the transfer of Receivables Facility Assets to a Receivables Entity in connection with any transaction permitted under the Partnership Agreement; Permitted Receivables Financing, (h) any corporate sharing agreements with respect to tax sharing and general overhead and administrative matters; the transactions set forth on Schedule 7.5, (i) any direct or indirect transfer transaction approved by the conflicts committee of Equity Interests to WPZ or any the board of its Subsidiaries in one or a series directors of transactions or the General Partner, and (j) WPZ’s any transaction determined by the disinterested directors of the board of directors of the General Partner to be fair and its Subsidiaries’ participation in WPZ’s cash management programreasonable to the Borrower or such Subsidiary.

Affiliate Transactions. Such The Borrower will not, and will not permit any of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect, any transaction with, any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) unless as a whole such transactions between such the Borrower and its Subsidiaries on the one hand and any officer, director, employee or Affiliate (other than such the Borrower or any of its Subsidiaries) on the other hand, are on terms and conditions fair and reasonable to such the Borrower or such Material Subsidiary as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a) such the Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or distribution otherwise permitted hereunder, (b) such the Borrower or any of its Subsidiaries from providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that occur within a related series of transactions, which, in the aggregate, are on terms and conditions that are fair and reasonable as determined, in the case of WPZ, determined by the General Partner, and in the case of NWP and TGPL, by such Borrower, (d) such the Borrower or any of its Subsidiaries from engaging in non-material transactions with any officer, director, employee or Affiliate of such the Borrower or any of its Subsidiaries that are not on an arms-length basis or are not on terms as favorable as could have been obtained from a third party but are in the ordinary course of such the Borrower’s or such Subsidiary’s business, so long as, in each case, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the Closing Effective Date or any amendment thereto or replacement thereof or any transaction contemplated thereby so long as such amendment or replacement is not more disadvantageous in any material respect than the arrangement so amended or replaced; (g) any transaction permitted under the Partnership Agreement; (h) any corporate sharing agreements with respect to tax Tax sharing and general overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’ participation in WPZ’s cash management program.